Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller shall use commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing Company and Parent shall cooperate with each of Purchaser other and Seller shall use commercially their reasonable best efforts to promptly 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 to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and applicable Laws to consummate and make effective filing as promptly as practicable after the date hereof with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, financial statements, records, applications and other documents, in each case, as required by this Section 8.01, (ii) obtaining and maintaining as required by this Section 8.01 all approvals, consents, registrations, Permits, authorizations, licenses, waivers and other confirmations required to be obtained from any Governmental Authority that are necessary to consummate the transactions contemplated by this Agreement, including and (iiii) preparing as promptly as practicable, all executing and delivering any additional instruments necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by hereby; provided, that in no event shall Parent, Merger Subsidiary, the Company or any of their respective Subsidiaries be required to waive any right or condition set forth in this Agreement or any Transaction Document. (collectively, the “Governmental Approvals”b) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to of Parent and the Company shall, as necessary, (Ai) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect as promptly as practicable (and in any event within ten (10) Business Days after the date hereof), (ii) within 15 calendar days following the date of this Agreement, submit to DDTC any notifications regarding the transactions contemplated hereby within seven (7) Business Days required pursuant to Section 122.4 of the date of this Agreement and ITAR, (Biii) not enter into make each other appropriate filing required pursuant to any agreement Foreign Regulatory Law (collectively with the U.S. Federal Trade Commission (HSR Act, ITAR and CFIUS Laws and Regulations, the “FTCRegulatory Laws”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable, (iv) comply at the earliest practicable date with any request under any of the Regulatory Laws for additional information information, documents, or documentary material that may be made pursuant to the HSR Act other materials received by each of them or any other Antitrust Law of their respective Subsidiaries or Affiliates from any Regulatory Authority in respect of such filings or such transactions and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (iv) cooperate in all respects with each other in connection with any communicationsuch filing (including, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by Applicable Law, providing copies of all such documents to the FTCnon-filing parties prior to filing and considering all reasonable additions, the DOJ deletions or such other Governmental Entity changes suggested in connection therewith), and in connection with resolving any investigation or other Person, give inquiry of any Regulatory Authority under any of the Regulatory Laws with respect to any such filing or any such transaction. Each such party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other Party and/or its counsel parties hereto of any oral communication with, and provide copies of written communications with, any Regulatory Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Regulatory Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Regulatory Authority, the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel participate. Subject to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTCApplicable Law, the DOJ parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any other Governmental Entity; provided that materials may be redacted party hereto relating to remove references concerning the valuation proceedings under any of the businesses of SellerRegulatory Laws. Purchaser and SellerAny party may, as each it deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other parties under this Section 6.3(b8.01(b) as “Antitrust Counsel Only Material.” outside counsel only”. Such materials and the information contained therein shall be given only to the outside antitrust legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers officers, or directors of the recipient recipient, unless express written permission is obtained in advance in writing from the source of the materials. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.01(b) in a manner so as to preserve any applicable privilege. All filing fees payable in connection with the notifications, filings, registrations or other materials (Purchaser or Sellercontemplated by this Section 8.01(b) shall be paid entirely by the Parent. Notwithstanding the foregoing, as the case may be) or its legal counselParent shall direct and control all communications and strategy relating to obtaining the approvals required under any Regulatory Laws following consultation with the Company. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and The parties shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts cooperate to (i) avoid the entry of, or submit a draft joint voluntary notice to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court CFIUS with respect to the transactions contemplated by this Agreement by (the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii“Draft CFIUS Notice”) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (practicable after the date of this Agreement. After receipt of confirmation that CFIUS has no further comments or inquiries related to the Draft CFIUS Notice, the parties shall submit the CFIUS Notice as soon as practicable. The parties shall comply at the earliest practicable time, and in any event no later than required by CFIUS or any CFIUS member agency, with any request for additional information, documents or other materials, and will cooperate with each other in connection with both the Outside Date)Draft CFIUS Notice and the CFIUS Notice and in connection with resolving any investigation or other inquiry of CFIUS or any CFIUS member agency. The parties shall each promptly inform the other party of any oral communication with, including (x) proposingand provide copies of written communications with, negotiatingCFIUS or any CFIUS member agency regarding any such filings; provided, committing that no party shall be required to and effecting, share communications containing its confidential business information if such confidential information is unrelated to the transactions contemplated by consent decree, hold separate orderthis Agreement. The parties shall undertake best efforts to promptly take, or otherwisecause to be taken, the saleall action, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect todo, or its cause to be done all things necessary or their ability advisable to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Groupobtain CFIUS Approval as soon as practicable, and (z) agreeing in any event prior to divestthe End Date, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that no party shall be required to take or agree to take any action contemplated by any of clauses (x), (y) and (z) undertaking that is not conditioned upon on the consummation of the transactions contemplated by this Agreement. All filing fees payable in connection with the notifications, filings, registrations or other materials contemplated by this Section 8.01(c) shall be paid entirely by the Parent. (d) Without limiting In addition, Parent shall (i) defend or contest any Action challenging this Agreement or the transactions contemplated hereby by any Regulatory Authority and (ii) solely with regards to the HSR Act, oppose, through and including Action on the merits (and all appeals with respect thereto), any claim asserted in court or other forum by any Regulatory Authority or other Person in order to avoid entry of, or to have vacated or terminated, any decree, Order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing by the End Date. (e) Notwithstanding anything herein to the contrary, Parent shall, as soon as possible and in any event prior to the End Date take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or its Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or its Subsidiaries; (iii) terminating any venture or other arrangement of the Company or its Subsidiaries; (iv) creating any relationship, contractual rights or obligations of the Company or its Subsidiaries or (v) effectuating any other obligation under this Agreementchange or restructuring of the Company or its Subsidiaries (and, during in each case, to enter into agreements or stipulate to the period from entry of an order or decree or file appropriate applications with the date Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States, the European Commission, any other competition authority of any jurisdiction, CFIUS or any other Governmental Authority (collectively, “Regulatory Authority”) in connection with any Regulatory Law and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) solely to ensure (x) that no Regulatory Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger and (y) that no Regulatory Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date. In the event that any action is threatened or instituted by a Regulatory Authority challenging the Merger as violative of any Regulatory Law, Parent shall take all action necessary, including but not limited to any Divestiture Action, to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take unlawful or agree to take any action that would reasonably be expected to restrain, enjoin or otherwise prevent or materially delay the Parties from obtaining any Governmental Approval in connection with consummation of the transactions contemplated by this Agreement, Parent shall use reasonable best efforts to vacate, modify or suspend such injunction or order so as to prevent permit such consummation prior to the End Date. Notwithstanding anything to the contrary, for the avoidance of doubt, none of the Company or materially any of its Subsidiaries or Affiliates prior to the Closing shall be required to take any action set forth in Section 8.01(c) or Section 8.01(d) (which is not conditioned on the Closing) to satisfy the efforts standard set forth in this Section 8.01 (or elsewhere in this Agreement). (f) Except as specifically required by this Agreement, Parent shall not (and shall cause (x) the Persons listed on Section 8.01(f)-1 of the Company Disclosure Letter and their controlled Affiliates and (y) the Persons listed on Section 8.01(f)-2 of the Company Disclosure Letter not to) (1) acquire or agree to acquire (by merging or consolidating with, or by purchasing a controlling portion of the assets of or equity in, or by any other manner), any Person or portion thereof which competes, in any material respect, in the consumer cybersecurity industry, or otherwise acquire or agree to acquire any assets which compete, in any material respect, in the consumer cybersecurity industry or (2) assign any of its rights hereunder to any Person or permit any Person to acquire a direct or indirect interest in Parent, in each case, if the entering into an agreement to consummate, or the consummation of, such acquisition, merger or consolidation or assignment would reasonably be expected to (i) impose any material delay in the obtaining of, or impede increase the risk of not obtaining, any permits, orders or other approvals of any Regulatory Authority necessary to satisfy the condition set forth in Section 9.01(c), Section 9.01(d) or Section 9.01(e), (ii) increase the risk of any Regulatory Authority entering an order prohibiting the consummation of the transactions contemplated herein. hereby which would prevent the satisfaction of the condition set forth in Section 9.01(b), or (eiii) Until increase the Closing, Purchaser agrees risk of not being able to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by remove any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicableRestraint. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to For purposes of this Section 6.38.01(f), with respect to the controlled Affiliates of the Persons listed on Section 8.01(f)-1, “control” means the ability to nominate a majority of the members of the board of directors or similar governing body of such Person.

Efforts. (a) Subject to Each of the terms and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller Parties shall use commercially its reasonable best efforts to promptly taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement to obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, or expirations or terminations of waiting periods as may be required by any Law or Governmental Entity. (b) Parent and applicable Laws to consummate and make effective the Company shall as promptly soon as reasonably practicable after the date hereof the transactions contemplated by this Agreementhereof, including file (ior cause to be filed) preparing as promptly as practicable, any and all necessary applications, notices, petitions, filings, ruling requests, filings and other documents and to obtain as promptly as practicable all consentspresentations in connection with seeking any regulatory approval, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary exemption or advisable to be obtained other authorization from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to including all required Notification and Report Forms under the HSR Act with respect to the Merger. Parent and the Company will use reasonable best efforts to facilitate obtaining any final order or orders approving such transactions, consistent with this Agreement and/or to remove any impediment to the consummation of the transactions contemplated hereby. Parent and the Company will use reasonable best efforts to furnish all information in connection with the approvals of or filings with any Governmental Entity and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Parent or any other Antitrust Law of its Affiliates in connection with this Agreement and the transactions contemplated hereby. Parent and the Company shall request early termination of any applicable waiting period under the HSR Act, and use its commercially their reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act (the “HSR Clearance”), and shall supply to the Antitrust Division of the United States Department of Justice (“Antitrust Division”) or the United States Federal Trade Commission (“FTC”) as promptly as reasonably practicable any other additional information or documents that may be requested pursuant to any Law or by the Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act Division or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b)this Section 5.7, each of Purchaser Parent and Seller shall, and the Company shall cause its Affiliates to, until the Closing, use its commercially reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction Injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside End Date. (d) In furtherance and not limitation of the covenants of the Parties contained in this Section 5.7, including defending through litigation on the merits any claim asserted in any court with respect Parent shall use its reasonable best efforts to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside End Date). (e) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions and any other material actions pursuant to this Section 5.7, and, subject to applicable legal limitations and the instructions of any Governmental Entity, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other material communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that materials may be redacted (xi) to remove references concerning the valuation of the businesses of Parent, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. (f) For purposes of this Section 5.7, “reasonable best efforts” shall include Parent proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser Parent or the Company and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ Parent’s freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or Parent or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupCompany; provided, however, that nothing in this Agreement will require, or be deemed to require, Parent to take any action contemplated by any of clauses (x), (ydescribed in this Section 5.7(f) and (z) is conditioned upon that would reasonably be expected to result in a “Material Adverse Effect on the consummation Transaction.” “Material Adverse Effect on the Transaction” means a material reduction in the reasonably anticipated economic benefits to Parent of the transactions contemplated by this AgreementAgreement measured over a commercially reasonable period. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser the parties hereto shall (and Seller shall use commercially reasonable efforts to cause each of their respective Affiliates to) promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, notices, notifications, petitions, applications, reports and other filings and the taking of all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents from third parties, (iii) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (iv) the execution and delivery of any additional instruments necessary, proper or advisable to consummate, and to fully carry out the purposes of the transactions contemplated by this Agreement; provided, that in no event shall either the Company or Parent or any of their respective Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any Consent required for or triggered by the consummation of the transactions contemplated by this Agreement under any contract or agreement or otherwise. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, Parent and Merger Sub shall (i) promptly, but in no event later than 30 Business Days after the date of this Agreement, file any and all notification and report forms to the COFECE and the IFT required under applicable Law with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to cause the expiration or termination of any applicable waiting periods under applicable Law as soon as practicable after the date of this Agreement, (ii) take all actions with CFIUS as may be advisable under applicable Law to obtain Completion of the CFIUS Process with respect to the transactions contemplated by this Agreement, including (A) promptly, but in no event later than 10 Business Days after the date of this Agreement, jointly informing CFIUS of the execution of this Agreement, (B) promptly, and in no event later than 10 Business Days after the Closing, submitting a draft CFIUS Joint Voluntary Notice to CFIUS, (C) submitting a final CFIUS Joint Voluntary Notice to CFIUS after promptly resolving all comments from CFIUS on the draft CFIUS Joint Voluntary Notice and (D) in the case of a CFIUS Declaration, submitting a CFIUS Joint Voluntary Notice if CFIUS so requests or informs the parties that it is not able to conclude action under Section 721 with respect to the Merger and the other transactions contemplated by this Agreement on the basis of such CFIUS Declaration, (iii) cooperate with each other in (A) determining whether any other filings are required to be made with, or Consents are required to be obtained from, or with respect to, any third parties or Governmental Entities, including under other applicable Antitrust Laws and/or in connection with the Company Approvals and Parent Approvals, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) promptly making all such filings and timely obtaining all such Consents, (iv) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity, including responding to any request for information from CFIUS in the applicable timeframe set forth in 31 C.F.R. Part 800, subject to any extensions of such time that may be granted by CFIUS staff upon request of a party to the Joint Notice, and (v) other than with respect to the the STB Voting Trust Approval and the STB Final Approval, which are discussed in Section 5.8(c), take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreementhereby, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps such further action as may be necessary to obtain all resolve such objections, if any, as any state antitrust enforcement authorities, CFIUS, or any other Governmental Entity or other Person may assert under any Law (including in connection with the Company Approvals and Parent Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon promptly as possible (and in any event no later than practicable after the Outside Date)date of this Agreement, including (xA) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture divestiture, license, hold separate or disposition of such businessesany and all of the share capital or other equity interest, product lines assets (whether tangible or assets intangible), products or businesses of Purchaser Parent and its Affiliates and/or the members Subsidiaries or of the Alkali GroupCompany and its Subsidiaries, and (yB) otherwise taking or committing to take any actions that after the Closing Date would limit Purchaser’s, its Affiliates and/or Parent’s or its Subsidiaries’ (including the Surviving Corporation’s) freedom of action with respect to, or its or their ability to operate and/or retain, one or more of their Subsidiaries’ (including the Surviving Corporation’s) assets (whether tangible or intangible), products, or businesses, product lines in each case as may be required in order to avoid the entry of, or assets to effect the dissolution of, any injunction, temporary restraining order or other order that would otherwise have the effect of Purchaser and/or preventing or delaying the members Closing; provided, that neither the Company nor any of the Alkali Groupits Subsidiaries shall be required to become subject to, and (z) agreeing or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, selllicense, hold separate or otherwise dispose of, hold separateor to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or its Subsidiaries only from and after the Effective Time in the event that the Closing occurs. Notwithstanding the foregoing, other than with respect to the STB Voting Trust Approval and the STB Final Approval, which are discussed in Section 5.8(c), nothing in this Section 5.8 shall be deemed to require Parent or any of its Affiliates to take any action, or commit to take any action action, or agree to any condition or restriction in connection with obtaining any Parent Approvals that limits its freedom of action would reasonably be expected to have a Parent Material Adverse Effect with respect toto Parent and its Subsidiaries, or Purchaser’s or Purchaser’s taken as a whole, after giving effect to the Merger (measured on a scale relative to the Company and its Subsidiaries’ ability , taken as a whole). Except as otherwise permitted under this Agreement (including pursuant to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (xauthority granted to Parent under Section 5.8(e)), the Company, Parent and Merger Sub shall not (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its their Subsidiaries and Affiliates not to, ) take or agree to take any action that would be reasonably be expected likely to prevent or materially delay the Parties Closing. In the event that any information in the filings submitted pursuant to this Section 5.8(b) or any such supplemental information furnished in connection therewith is deemed confidential by either party, the parties shall maintain the confidentiality of the same, and the parties shall seek authorization from the applicable Governmental Entity to withhold such information from public view. (c) In furtherance and not in limitation of the other covenants of the parties contained in this Section 5.8: (i) (A) Parent shall promptly submit to the STB a copy of the form of voting trust agreement attached hereto as Exhibit A (with such changes as may be made in accordance with Section 5.8(f)) (the “Voting Trust Agreement”), and (B) Parent and the Company shall use their reasonable best efforts to obtain, as promptly as practicable, the approval or authorization of the STB (the “STB Voting Trust Approval”) to consummate the proposed deposit of all outstanding shares of the Surviving Corporation into an irrevocable voting trust (the “Voting Trust” and such deposit, the “Voting Trust Transaction”) immediately following the Effective Time. (ii) each of Parent and the Company shall, as promptly as practicable, but in no event later than two Business Days after the date of this Agreement, to the extent not previously filed, file with the STB a notice of intent to file the appropriate and necessary documentation for the approval of the Merger and the transactions contemplated hereby (the “STB Approval Application”); (iii) each of Parent and the Company shall, as promptly as promptly as practicable, but in no event later than six months, after the date of this Agreement, file the STB Approval Application with the STB and shall use its reasonable best efforts to obtain, as promptly as practicable, the final and non-appealable approval or exemption by the STB of the Merger and the other transactions contemplated hereby pursuant to 49 U.S.C. § 11323 et seq. (the “STB Final Approval”); (iv) each of Parent and the Company shall use their reasonable best efforts to (A) prosecute all such filings and other presentations made, and promptly make any subsequent filings or presentations, with the STB with diligence, (B) diligently oppose any third party’s objections to, appeals from or petitions to reconsider or reopen any approval, opinion, exemption or other authorization obtained from the STB, and (C) take all such further action as in the reasonable judgment of Parent and the Company may facilitate obtaining the STB Final Approval; and (v) each of Parent and Company shall promptly furnish any information requested by CFIUS prior to filing of the draft CFIUS Joint Voluntary Notice and/or CFIUS Declaration with CFIUS, including information relating to the Voting Trust Transaction. (d) The Company, Parent and Merger Sub shall cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other actions pursuant to this Section 5.8, and, subject to applicable legal limitations and the instructions of any Governmental Entity, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly informing and furnishing the other with copies of notices or other communications received or given by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from or to any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity (except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. Section 800.502(c)(5)(vi) or that otherwise is requested by any Governmental Entity to remain confidential from the other parties); provided, that materials may be redacted (i) to remove references concerning the valuation of the businesses of the Company and its Subsidiaries, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.8 in a manner so as to preserve the applicable privilege. Each of the Company, Parent and Merger Sub agrees not to initiate or agree to participate in any meeting or discussion, either in person or by telephone or videoconference, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (e) Subject to the obligations of this Section 5.8, Parent shall, acting reasonably, devise and implement the strategy and timing for obtaining any Governmental Approval Consents required under any applicable Law in connection with the transactions contemplated by this AgreementAgreement and Parent shall, or to prevent or materially delay or impede for the consummation avoidance of doubt, have the final authority over the development, presentation and conduct of the transactions contemplated herein. (e) Until STB case. Parent shall take the Closing, Purchaser agrees to provide such security lead in all meetings and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by communications with any Governmental Entity whose consent in connection with obtaining such Consents; provided, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategy and timing. The Company and its Subsidiaries shall not initiate any such discussions or approval is sought proceedings with any Governmental Entity, or take or agree to take any actions, restrictions or conditions with respect to obtaining any Consents in connection with the Merger and the other transactions contemplated herebyby this Agreement without the prior written consent of Parent. (f) Subject to Section 5.17(a), applicable Law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided, that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written consent of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have a material and adverse effect on receipt of the STB Voting Trust Approval, and (ii) whether prior to or after the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written consent of the Company if such modification or amendment would reasonably be expected to materially increase the liability exposure of the board of directors of the Surviving Corporation under applicable Law. No power of the Surviving Corporation, Parent or any of its Affiliates provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Prior to the Effective Time, Parent, with the Company’s consent (not to be unreasonably withheld, conditioned or delayed), shall change or modify the terms of the Voting Trust Agreement to the extent required by the STB as a condition to receiving the STB Voting Trust Approval, or to the extent requested by CFIUS to preclude the issuance of any type of order (whether temporary, provisional, or any other type) by CFIUS, in each case, case so long as soon as reasonably practicable. Whether the required changes or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.modifications

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser the parties to this Agreement shall, and Seller NPCC shall cause DCLIC to, use commercially its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof Merger and the other transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, the obtaining of all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licenses, orders, registrations, consents and approvals, permitsincluding the NPCC Approvals and the USAC Approvals, rulingsfrom Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, authorizations and clearances necessary or advisable to be obtained from avoid an action or proceeding by, any Governmental Entity in order Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (iiv) such actions as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance cause the conditions to Closing set forth in Article 6 to be satisfied. (b) Subject to the terms and not conditions set forth in limitation of this Agreement and without limiting the foregoing, NPCC and USAC shall (i) use reasonable best efforts to cooperate with each Party hereto agrees other in (x) determining whether any filings are required to (A) make an appropriate be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any other Governmental Entities in connection with the execution and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (By) not enter into any agreement with the U.S. Federal Trade Commission timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (the “FTC”ii) use reasonable best efforts to take, or the U.S. Department of Justice (the “DOJ”) to cause to be taken, all other actions and to do, or any to cause to be done, all other Governmental Entity not things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply including taking all such further action as promptly as practicable with any request for additional information or documentary material that reasonably may be made pursuant necessary to the HSR Act resolve such objections, if any, as any Governmental Entity or any other Antitrust person may assert under Regulatory Law (as hereinafter defined) with respect to the Merger and use its commercially reasonable efforts to take all the other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other PersonAgreement, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside DateEnd Date (as hereinafter defined), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group), and (ziv) agreeing subject to divestapplicable legal limitations and the instructions of any Governmental Entity, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any keep each other apprised of the businesses, product lines or assets status of Purchaser and/or matters relating to the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation completion of the transactions contemplated by this Agreement, including to the extent permitted by Law promptly furnishing the other with copies of notices or other communications received by NPCC or USAC, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect thereto. (dc) Without limiting any other obligation under For purposes of this Agreement, during the period from the date of this Agreement until the Closing Date“Regulatory Law” means any and all state, Purchaser shall notfederal and foreign statutes, rules, regulations, orders, decrees, administrative and shall cause its Subsidiaries judicial doctrines and Affiliates not other Laws requiring notice to, take filings with, or agree to take any action that would reasonably be expected to prevent the consent or delay the Parties from obtaining approval of, any Governmental Approval Entity, or that otherwise may cause any restriction, in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of Merger and the transactions contemplated herein. thereby, including (ei) Until the Closing▇▇▇▇▇▇▇ Act of 1890, Purchaser agrees the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to provide such security and assurances as to financial capabilityprohibit, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Governmental Entity whose consent Law governing the direct or approval is sought in connection indirect ownership or control of any of the operations or assets of NPCC or DCLIC, including, without limitation, the North Dakota Insurance Code or (iii) any Law with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether purpose of protecting the national security or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to national economy of any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3nation.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser the parties shall, and Seller shall cause their respective Affiliates and Subsidiaries to, use commercially their reasonable best efforts to promptly taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Legal Requirements to consummate and make effective the Contemplated Transactions as promptly as practicable after the date hereof and in any event prior to the transactions contemplated by this AgreementEnd Date, including (i) preparing as promptly as practicable, obtaining all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsactions or nonactions, waivers, licensesconsents, ordersclearances, registrationsapprovals and expirations or terminations of waiting periods, approvalsincluding under antitrust, permitscompetition, rulingsor foreign investment Legal Requirements, authorizations from Governmental Bodies and clearances making all necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) registrations and (ii) as promptly as practicable filings and taking all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid Legal Proceedings by, any Governmental Body, (ii) obtaining all such Governmental Approvals. necessary consents, approvals or waivers from third parties and (iii) defending any Legal Proceedings, lawsuits or other actions, whether judicial or administrative, challenging this Agreement or the consummation of the Contemplated Transactions. (b) In furtherance and not in limitation of the foregoing, each Party hereto agrees to of the parties shall, and shall cause their respective Affiliates and Subsidiaries to, (Ai) make an appropriate as promptly as reasonably practicable (and complete filing in any event within fifteen (15) Business Days after the date of this Agreement), file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Form pursuant relating to this Agreement and the Mergers and the other Contemplated Transactions as required by the HSR Act, which shall request early termination of the HSR Act with respect waiting period to the transactions contemplated hereby extent available, (ii) as soon as reasonably practicable, and in any event within seven fifteen (715) Business Days of following the date of this Agreement Agreement, file comparable notification filings, forms and submissions, or draft notification filings, forms and submissions (B) not enter into if applicable), with any agreement Governmental Body that are required by other applicable antitrust, competition or foreign investment Legal Requirements in connection with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of Mergers and the other Party. Until Contemplated Transactions, (iii) promptly furnish the Closingother party, each Party shall substantially comply subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its Affiliates and Subsidiaries may reasonably require in connection with their preparation of necessary or advisable filings, notifications, responses, and submissions of information to any Governmental Body, (iv) promptly as practicable with supply any request for additional information or and documentary material that may be made required or requested pursuant to the HSR Act any applicable Legal Requirements or Legal Proceedings by any other Antitrust Law Governmental Body, including a Request for Additional Information and use its commercially reasonable efforts Documentary Material, and (v) take or cause to take be taken all other actions necessary, proper or advisable to obtain all applicable clearances, consents, authorizations, approvals or waivers, cause the expiration or termination of the all applicable waiting periods and avoid or resolve any Legal Proceeding with respect to the Mergers and the other Contemplated Transactions under any applicable Legal Requirements as promptly as practicable and in any event so as to allow the HSR Act Closing to occur prior to the End Date. In addition, each of Parent and any other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller the Company shall, until the Closing and shall cause their Affiliates to, use reasonable best efforts to obtain all consents, approvals, waivers, licenses, permits, franchises, authorizations or Orders (other than in connection with antitrust and competition Legal Requirements, “Consents”) of Persons (other than Governmental Bodies) that are necessary, proper or advisable to consummate the actions referenced in Section 6.3(a) Mergers and the other Contemplated Transactions; provided, that without the prior written consent of Parent, the Company shall not incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, Consents in each case regarding any case, that would be material to the business or operations of the transactions contemplated hereby; (iii) if practicableCompany and its Subsidiaries, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by taken as a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselwhole. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b)foregoing, each of Purchaser and Seller Parent shall, and shall cause its Affiliates and Subsidiaries to, until the Closing, use its commercially reasonable efforts take any and all steps necessary to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under that may be asserted by any Antitrust Law Governmental Body or any other Person so as to enable the Closing parties to occur consummate the Contemplated Transactions as soon promptly as possible (and in any event no later than so as to allow the Outside Closing to occur prior to the End Date), including (xi) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, orders or otherwise, the sale, divestiture divestiture, licensing or disposition of such businessesany of Parent’s or its Affiliates’ assets, product lines properties or assets of Purchaser and its Affiliates and/or the members businesses or any of the Alkali GroupAcquired Companies’ assets, properties or businesses; (yii) accepting any operational restrictions or otherwise taking or committing to take actions that after limit the Closing would limit Purchaser’s, its Affiliates and/or its SubsidiariesParent Entities’ or the Acquired Companies’ freedom of action with respect to, or its or their ability to operate and/or retain, one any assets, properties, licenses, rights, product lines, operations or more businesses; (iii) proposing, negotiating and entering into such other arrangements, including, without limiting the generality of the businessesforegoing, product lines a hold separate arrangement, in each case, as may be necessary or assets advisable in order to avoid the entry of, the commencement of Purchaser and/or litigation seeking the members entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any Legal Proceeding, which would have the effect of materially delaying or preventing the consummation of the Alkali Group, Contemplated Transactions; and (ziv) agreeing contesting, defending and appealing through litigation on the merits any claim asserted in court or other Legal Proceeding by any Person (including a Governmental Body) in order to avoid entry of, or to have vacated or terminated, any decree, judgment, injunction or other Order (whether temporary, preliminary or permanent) of a Governmental Body that would prevent the consummation of the Contemplated Transactions (any such action, a “Remedy”). Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any of the other Acquired Companies shall be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, selllicense, hold separate or otherwise dispose of, hold separateor to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of the Acquired Companies, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or the Acquired Companies only from and after the Closing and (ii) none of Parent, the Company or their respective Subsidiaries or Affiliates shall be required to take or commit to take any Remedy or other action pursuant to this Section 5.11 that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability would reasonably be expected to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses have a Regulatory Material Adverse Effect (xa “Burdensome Condition”), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting the generality of anything contained in this Section 5.11, each party shall, subject to requirements of any Governmental Body and any applicable Legal Requirement, and subject to all applicable privileges, including the attorney-client privilege: (i) promptly inform the other parties of any communication from any Governmental Body; (ii) consult and cooperate with, 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 the HSR Act or the antitrust, competition or foreign investment Legal Requirements of any other obligation Governmental Body, including any proceeding initiated by a private party; (iii) promptly provide the other parties with copies of all written communications to or from any Governmental Body; (iv) use good faith efforts to give the other parties reasonable advance notice of all meetings with any Governmental Body; and (v) not participate independently in any meeting with a Governmental Body without providing reasonable advance notice to the other parties and an opportunity to attend and participate in such meeting. Each of the parties may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties as “outside counsel only” such that the materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by outside legal counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the party hereto that provided the materials. Any materials shared under this AgreementSection 5.11(d) may be redacted (x) to remove references concerning the valuation of the businesses of the Acquired Companies, or proposals from third parties, (y) as necessary to comply with Contracts and (z) as necessary to address reasonable privilege or confidentiality concerns, and may be provided on an outside counsel only basis. Each of the parties may limit the other parties’ participation in any meeting or discussion with any Governmental Body to outside counsel (or other agreed Representatives) in order to protect competitively sensitive information that may be discussed during the period from meeting or discussion or to address reasonable privilege or confidentiality concerns. (e) Without limiting any of the date obligations of Parent under the preceding provisions of this Section 5.11, the Company and Parent shall consult and cooperate with one another with respect to developing the (i) strategy and timing for obtaining all regulatory approvals contemplated by this Section 5.11 and for avoiding any Legal Proceeding, (ii) response to any request from, inquiry by, or investigation by (including the timing, nature and substance of all such responses) any Governmental Body with respect to the Mergers and the other Contemplated Transactions and (iii) strategy for the defense and settlement of any action brought by or before any Governmental Body. The Company and Parent shall not (and shall cause their Affiliates to not), without the prior written consent of the other party, extend or offer or agree to extend any waiting period under the HSR Act or any other Legal Requirement under which a regulatory approval is required hereby, or enter into any agreement with any Governmental Body related to this Agreement until or the Mergers or the other Contemplated Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. (f) Parent shall be solely responsible for all filing fees in connection with any notices, filings and applications required to be made by the parties in order to consummate the Contemplated Transactions, including under the HSR Act. (g) During the Pre-Closing DatePeriod, Purchaser except with prior written consent of the Company, Parent shall not, and shall cause not permit any of its Subsidiaries and Affiliates not toor Affiliates, take to enter into (or agree to take enter into), any action that Contract that, individually or in the aggregate, would reasonably be expected to prevent or impede or delay, in any material respect, the timely consummation of the Contemplated Transactions. Without limiting the generality of the foregoing, except with the prior written consent of the Company, Parent shall not, and shall not permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire, whether by merger, consolidation or otherwise, or by purchasing assets, equity or other securities of any Person (a “Specified Acquisition”), any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to or the consummation of such Specified Acquisition would, individually or in the aggregate, (i) in any material respect, impose any delay in the Parties from obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders or declarations of any Governmental Approval in connection with Body or the transactions contemplated by this Agreement, expiration or to prevent or materially delay or impede termination of any applicable waiting period necessary for the consummation of the transactions contemplated hereinContemplated Transactions, (ii) increase in any material respect the risk of any Governmental Body entering an Order prohibiting the consummation of the Contemplated Transactions, (iii) increase in any material respect the risk of being unable to oppose, avoid entry of, or to effect the dissolution of, any such Order, or (iv) reasonably be expected to impede, prevent or delay in any material respect the obtaining of any authorization, consent, Order, declaration or approval of any Governmental Body or the expiration or termination of any applicable waiting period necessary to consummate the Contemplated Transactions. (eh) Until Subject to the Closingterms and conditions under this Agreement and the Plan of Arrangement, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser Parent shall cause New Wildlife and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought Subsidiaries (including Merger Sub I, Merger Sub II and Bidco) to perform its and their obligations under this Agreement and the Plan of Arrangement and to consummate the Mergers and the Arrangement on the terms and conditions set forth in connection with this Agreement and the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3Plan of Arrangement.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser, Seller and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller their respective Affiliates shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and any applicable Laws Law to consummate and make effective as promptly as practicable after in the date hereof most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) preparing as promptly as practicablethe preparation and filing of all forms, all necessary applications, notices, petitions, filings, ruling requests, registrations and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable notices required to be obtained from any Governmental Entity in order filed to consummate the Transaction and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) as soon as practicable and (ii) as promptly as practicable taking all steps as may be the execution and delivery of any additional instruments necessary to obtain all such Governmental Approvalsconsummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In furtherance and not in limitation of Without limiting the foregoing, Purchaser, Seller and their respective Affiliates 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 to obtain (and shall cooperate with each Party hereto agrees other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Approvals) required to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to be obtained or made by Purchaser, Seller, the HSR Act other Seller Entities or the Target Entities in connection with respect to the Transaction or the other transactions contemplated hereby within seven by this Agreement. Additionally, each of Purchaser and Seller (7and their respective Affiliates) Business Days of shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement and (B) that would reasonably be expected to impair or materially delay the obtaining of, or result in not enter into obtaining, any agreement with Regulatory Approval necessary to be obtained prior to the U.S. Federal Trade Commission (Closing. To the “FTC”) extent that transfers of any Permits are required as a result of the execution of this Agreement or the U.S. Department consummation of Justice (the “DOJ”) Transaction or any the other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party Parties shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially 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 Antitrust Law as soon as possibleeffect such transfers. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (of this Agreement, including the proviso to the first sentence of Section 6.126.9(d), until the Closing Company and Parent shall (and shall cause their respective Subsidiaries to) each of Purchaser and Seller shall use commercially their 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 under this Agreement and applicable Laws Applicable Law to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, obtain all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsactions, waivers, licensesregistrations, permits, authorizations, orders, registrationsconsents and approvals from Governmental Authorities, approvalsthe expiry or early termination of any applicable waiting periods, permitsand make all necessary registrations and filings (including filings with Governmental Authorities, rulingsif any) and take all steps as may be reasonably necessary to obtain an approval or waiver from, authorizations and clearances necessary or advisable to be obtained from avoid an action or proceeding by, any Governmental Entity Authorities, in order to consummate the transactions contemplated by this Agreement (collectively, Transactions as promptly as practicable and in any event prior to the “Governmental Approvals”) Outside Date and (ii) deliver required notices or any necessary additional instruments to, and obtain required consents, waivers or any additional instruments necessary from, Third Parties in order to consummate the Transactions as promptly as practicable taking all steps as may be necessary and in any event prior to obtain all such Governmental Approvals. the Outside Date. (b) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.9, each Party hereto agrees to of Parent and the Company shall (Ai) make an appropriate prepare and complete filing of a Notification file any notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement report forms and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary related material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods required under the HSR Act and any other applicable Antitrust Law Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as soon promptly as possible. reasonably practicable (bbut in no event later than ten (10) Each Business Days from the date of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals this Agreement for the transactions contemplated filing of the notification and report forms and related material required under the HSR Act), (ii) provide or cause to be provided as promptly as reasonably practicable any information and documentary material that may be requested by this Agreement the DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and (iii) as promptly as practicable, take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other Antitrust approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities, including to cause to be lifted or vacated any restraint, injunction or other legal impediment to any of the Transactions, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. (c) Subject to Applicable Law, the Company and Parent and their respective counsel shall (i) cooperate in all respects with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party; person, (ii) keep have the right to review in advance, and to the extent practicable each shall consult the other Party and/or its counsel informed of on, any communication received by such Party frommaterial filing made with, or given by such Party written materials to be submitted to, any Governmental Authority in connection with the FTC, the DOJ or any other U.S. or other Governmental Entity Transactions and of any material communication received or given in connection with any proceeding by a private partyPerson, in each case regarding any of the transactions contemplated hereby; Transactions, (iii) if as promptly as practicable, consult with inform each other in advance of any meeting material communication (or telephone call with the FTCany other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Entity orAuthority and (iv) as promptly as practicable furnish each other with copies of all correspondence, in connection with filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any proceeding by a private partyGovernmental Authority or its respective staff, on the other hand, with respect to the Transactions. Notwithstanding the foregoing, Parent shall, following consultation with the Company and after giving due consideration to the Company’s views and acting reasonable and in good faith, and subject to Parent’s and Merger Sub’s obligations under this Section 6.9, direct and have principal responsibility for all aspects of the parties’ efforts with respect to the HSR Act and other applicable Antitrust Laws with respect to the Transactions, and the Company shall cooperate in good faith with Parent and Merger Sub in the parties’ efforts to obtain any other Personclearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws; provided, that each of the parties shall (i) have the right to review in advance, and to the extent permitted by practicable each will consult the FTCother on, all the information relating to the other party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials (including correspondence) submitted to, any Third Party and/or any Governmental Authority in connection with any governmental inquiry, investigation or proceeding with respect to the Transactions, (ii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or such the FTC or any other applicable Governmental Entity Authority and (iii) promptly furnish each other with copies of all correspondence, filings and written communications between them or other Persontheir Subsidiary, give on the one hand, and any Governmental Authority or its respective staff, on the other Party and/or hand, with respect to the Transactions. The parties shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to attend and participate in such meetings any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. The Company and telephone calls; Parent may, as each deems advisable and (iv) permit necessary, reasonably designate any competitively sensitive material provided to the other Party and/or under this Section 6.9 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.9, materials provided to the other party or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser Acquired Companies and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material necessary to be provided to the address reasonable attorney-client or other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers privilege or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselconfidentiality concerns. (cd) In furtherance and not in limitation of the covenants undertakings of the Parties contained in Sections 6.3(aParent pursuant to Section 6.9(a) and 6.3(bSection 6.9(b), each of Purchaser and Seller shallbut subject to the proviso to this sentence, and Parent shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry oftake, or cause to have vacatedbe taken, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court with respect and all steps necessary to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other Person so as to enable the Closing parties hereto to occur consummate the Transactions as soon promptly as possible (practicable, and in any event no later than prior to the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate orderorders, or otherwise, the sale, divestiture divestiture, license or other disposition of such businesses, product lines or assets of Purchaser its and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom assets, properties or businesses or of action with respect tothe assets, properties or businesses to be acquired by Parent pursuant hereto, and entering into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or its or their ability to operate and/or retain, one or more of effect the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose dissolution of, hold separateany injunction, temporary restraining order or other Order in any Proceeding by a Governmental Authority or any other Person under Antitrust Laws that would otherwise take have the effect of preventing or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon materially delaying the consummation of the transactions contemplated by Transactions; provided that, notwithstanding the foregoing provisions of this Section 6.9(d) or any other provision of this Agreement, in no event shall Parent or any of its Subsidiaries be required to agree to (nor shall the Company or any Company Subsidiaries be permitted to agree unless Parent so directs them (and they shall, if Parent so directs, agree to, so long as such agreements are conditioned upon the Closing)) any action, concession or undertaking, unless such action, concession or undertaking is conditioned on the Closing. Notwithstanding anything in this Section 6.9 or elsewhere in this Agreement to the contrary, Parent shall not be required to take (nor shall the Company or any Company Subsidiaries be permitted to take) any action with respect to Parent or any Affiliate of Parent, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of Parent or any of its Affiliates (other than the Company and its Subsidiaries), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition, of the assets, properties or businesses of Parent or any Affiliate of Parent (in each case, other than the Company and its Subsidiaries). In addition, Parent shall defend through litigation on the merits any claim asserted in court by any Governmental Authority or any other person under Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing occurring prior to the Outside Date. (de) Without limiting Neither Parent nor Merger Sub (nor any other obligation under this AgreementSubsidiary of Parent) shall enter into any agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take transaction or agree any agreement to take effect any action transaction (including any merger or acquisition) that would reasonably be expected to prevent or materially delay Parent’s or Merger Sub’s ability to: (i) obtain the Parties from obtaining timely expiration or termination of the waiting period under the HSR Act, or the authorizations, consents, Orders and approvals required under any Governmental Approval in connection with other applicable Antitrust Law, applicable to the transactions contemplated by this AgreementTransactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that would prevent or materially delay or impede the consummation of the transactions contemplated herein. Transactions, or (eiii) Until obtain all other authorizations, consents, Orders and approvals of Governmental Authorities necessary for the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought consummation of the Transactions in connection accordance with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees terms and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to conditions of this Section 6.3Agreement.

Efforts. (a) Subject to the terms and conditions herein provided of this Agreement, Rocket, the Merger Subs, the Acquired RHI Group and DG shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to (including Section 6.12), until the Closing each of Purchaser and Seller shall use commercially reasonable efforts to promptly a) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessarythings, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) conditions to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as soon promptly as possible practicable (and in any event no later than the Outside Termination Date), including (x) proposingand to consummate and make effective, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwisein the most expeditious manner practicable, the saleTransactions contemplated by this Agreement, divestiture including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or disposition recommended filings under applicable Regulatory Laws), (b) obtain promptly all approvals, consents, clearances, expirations or terminations of such businesseswaiting periods, product lines registrations, permits, authorizations and other confirmations from any Governmental Entity or assets of Purchaser third party necessary, proper or advisable to consummate the Transactions contemplated by this Agreement and its Affiliates and/or (c) defend any Proceedings challenging this Agreement or the members consummation of the Alkali GroupTransactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (y) otherwise taking none of Rocket, the Merger Subs or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect their respective Subsidiaries shall be required to, and none of RHI or its Subsidiaries or their ability to operate and/or retainDG shall, one or more without the prior written consent of the businessesRocket, product lines or assets of Purchaser and/or the members of the Alkali Grouptake any action, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect toaction, or Purchaser’s agree to any condition or Purchaser’s Subsidiaries’ ability to operate or retainlimitation, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action in each case contemplated by any of clauses (x), (y) and (z) this Section 8.2 that is not conditioned upon on the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this AgreementMergers, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take DG Exchange or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreementresult in, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may would be reasonably requested by any Governmental Entity whose consent likely to result in, individually or approval is sought in connection with the transactions contemplated herebyaggregate, in each casea material adverse effect on Rocket, RHI, DG and, as soon applicable, their respective Subsidiaries, taken as reasonably practicable. Whether or not a whole, after giving effect to the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3Mergers.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser and Seller shall party will use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable advisable, including under applicable Law, to cause the conditions to the Merger set forth in Article VIII to be satisfied and to consummate the Combination and the other transactions contemplated by this Agreement and applicable Laws to consummate and make effective as promptly soon as practicable after the date hereof the transactions contemplated by this Agreementhereof, including by (i) preparing and filing, in consultation with the other party and as promptly as practicablepracticable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents documents, and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulingsand authorizations, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Combination or any of the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) Agreement; and (ii) as promptly as practicable taking all steps as may be necessary necessary, subject to the limitations in this Section 7.3, to obtain all such Governmental Approvalswaiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each Party party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with after the execution of this Agreement, and to supply as promptly as practicable any request for additional information or and documentary material that may be made requested pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law Act, as soon as possiblepracticable. (b) Each of Purchaser Parent and Seller the Company shall, until the Closing in connection with the actions efforts referenced in Section 6.3(a7.3(a) to obtain all Governmental Approvals waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust LawRegulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) keep promptly inform the other Party and/or its counsel informed party of any communication received by such Party party from, or given by such Party party to, the FTCAntitrust Division of the Department of Justice (the “DOJ”), the DOJ Federal Trade Commission (the “FTC”), or any other U.S. or Governmental Entity, by promptly providing copies to the other Governmental Entity party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated herebyby this Agreement, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns; and (iii) if practicablepermit the other party to review any communication that it gives to, and consult with each other in advance of any meeting or meeting, substantive telephone call with or conference with, the DOJ, the FTC, the DOJ or any other Governmental Entity Entity, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, the DOJ or such any other applicable Governmental Entity or other Person, give the other Party and/or its counsel party the opportunity to attend and participate in such meetings meetings, substantive telephone calls and telephone calls; conferences. For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate (A) actions having the purpose or effect of monopolization or restraint of trade or affecting competition or market conditions through merger, acquisition or other transaction and (ivB) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselforeign investment. (c) In furtherance and not in limitation of the covenants of the Parties parties contained in Sections 6.3(aSection 7.3(a) and 6.3(bSection 7.3(b), each of Purchaser Parent and Seller the Company shall, and shall cause its Affiliates Subsidiaries to, until the Closing, use its commercially reasonable best efforts to (iA) avoid the entry ofresolve objections, or to have vacatedif any, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim as may be asserted in any court with respect to the transactions contemplated by this Agreement by the FTC, the DOJ under any Regulatory Law or any other applicable Governmental Entity or any private party; and (iiB) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or eliminate each and every impediment under overturned, any Antitrust Law decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement, so as to to, in each case, enable the Closing parties to occur as soon as possible close the contemplated transactions expeditiously (and but in any no event no later than the Outside Termination Date). In furtherance, including but without limiting the foregoing, Parent shall, and shall cause its Subsidiaries to, (xi) proposingnegotiate, negotiating, committing commit to and effectingeffect, by consent decree, hold separate order, orders or otherwise, the sale, divestiture divesture, disposition, or disposition license of such businessesany assets, product lines properties, products, rights, services or assets businesses of Purchaser and its Affiliates and/or Parent, the members of the Alkali GroupCompany or their respective Subsidiaries, or agree to any other structural or conduct remedy, or (yii) otherwise taking take or committing commit to take any actions that after the Closing would limit Purchaser’s, its Affiliates and/or Parent’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retainretain any assets, one properties, products, rights, services or more businesses of Parent, the businessesCompany or their respective Subsidiaries or any interest therein (any such action, product lines a “Remedy”); provided, that Parent and its Subsidiaries shall not be permitted to take or assets of Purchaser and/or the members of the Alkali Groupcommit, and (z) agreeing the Company and its Subsidiaries shall not be required to divesttake or commit to take, sellto take any Remedy with respect to the Company or any of its Subsidiaries the effectiveness of which is not conditioned on the Closing occurring; provided, dispose offurther, hold separatethat, notwithstanding anything in this Agreement to the contrary, none of Parent, the Company or otherwise their respective Subsidiaries shall be required to take or commit to take any action that limits Remedy pursuant to this Section 7.3 that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on (x) Parent and its freedom Subsidiaries, taken as a whole, after giving effect to the Combination (assuming Parent and its Subsidiaries, taken as a whole, after to giving effect to the Combination, are the size of action with respect tothe Company and its Subsidiaries, taken as a whole, prior to giving effect to the Combination), or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) the benefits that are expected to be derived from the Combination. (d) Each of Parent and the Company shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties, including Governmental Entities (z) is conditioned upon except those contemplated by Section 7.3(b), which shall be governed by that Section), necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement. (d) Without limiting Agreement and to provide any other obligation under this Agreementnotices to third parties required to be provided prior to the Effective Time; provided that, during without the period from prior written consent of Parent, the date of this Agreement until the Closing DateCompany shall not incur any significant expense or liability, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take enter into any significant new commitment or agreement or agree to take any action significant modification to any contractual arrangement to obtain such consents or certificates in each case, that would reasonably be expected have a material adverse effect on the business or operations of the Company and its Subsidiaries, taken as a whole, and, to prevent the extent Parent provides any such written consent, any such approved payments or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreementother consideration (including increased rent payments), or to prevent the provision of additional security (including a guaranty), shall be the sole responsibility of Parent. None of Parent, the Company or materially delay or impede their respective Subsidiaries shall, without the consummation prior written consent of the transactions contemplated hereinother parties hereto, enter into agreement or other commitment with a Governmental Entity to not close the Combination before a date that is following the Termination Date. (e) Until Each of Parent and the ClosingCompany shall reasonably cooperate and use its reasonable best efforts to (i) seek each consent, Purchaser agrees approval, or waiver and (ii) prepare and deliver any notice, in each case of the foregoing clauses (i) and (ii), required to provide such security be delivered or obtained, as applicable, as a result of the consummation of the Combination pursuant to any material Contract that the Company, Parent or any of their respective Subsidiaries are a party; provided that Parent and assurances as the Company shall not be required to financial capabilitymake any payment or incur any liability or obligation, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by or commit to make any Governmental Entity whose consent payment or approval is sought incur any liability or obligation, in connection with seeking any consent, approval or waiver contemplated by the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or foregoing clause (i) the effectiveness of which is not conditioned on the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3Closing occurring.

Efforts. (a) Subject to Upon the terms and subject to the conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser and Seller the Parties shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Law to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing Agreement as promptly as practicable, including: (i) the preparation and filing as promptly as practicable of all necessary applications, notices, petitions, registrations, filings, ruling requests, and other documents documents, and the taking of all steps as may be necessary, to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity Authority in order to consummate the transactions contemplated by this Agreement (collectivelyAgreement, the “Governmental Approvals”) and (ii) as promptly as practicable taking the obtaining of all steps as may other necessary Consents or waivers from third parties, provided that, other than payments required to be necessary made pursuant to Section 6.4(b)(i), none of the Seller, any Company or its Subsidiaries, or the Buyer shall be obligated to make any payment in connection with seeking such Consents or waivers or shall have any liability for failure to obtain all any such Governmental Approvals. In furtherance and not in limitation Consents or waivers, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the foregoing, each Party hereto agrees to (A) make an appropriate and complete filing consummation of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of by this Agreement Agreement, and (Biv) not enter into the execution and delivery of any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not additional instruments necessary to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser Subject to the other terms and conditions herein provided and without limiting the foregoing, the Seller shall cause its Subsidiaries and Seller shallParent to, until and the Closing Buyer shall cause each Buyer Parent to: (i) use their commercially reasonable efforts to cooperate with one another in (A) determining whether filings are required (or considered by the Parties to be advisable) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 and the rules and regulations thereunder (“HSR Act”), and (B) to make their respective filings under the HSR Act within 10 business days after execution of this Agreement; (ii) promptly notify each other of any communication concerning this Agreement and the transactions contemplated hereunder from any Governmental Authority and consult with and permit the other Party to review in advance any proposed communication concerning this Agreement and the transactions contemplated hereunder to any Governmental Authority; (iii) not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the transactions contemplated by this Agreement) with any Governmental Authority relating to any filings or investigation concerning this Agreement or the transactions contemplated hereunder unless it consults with the other Party and its Representatives in advance and invites the other Party’s Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to the other Party upon receipt; (v) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the actions referenced in Section 6.3(aprovisions of the HSR Act; and (vi) deliver to obtain the other Party’s outside counsel complete copies of all documents furnished to any Governmental Approvals for Authority as part of any filing. (c) The Buyer shall use commercially reasonable efforts to eliminate any concern on the part of any Governmental Authority regarding the legality of the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupAct; provided, however, that in no event shall Buyer be obligated to take any action contemplated by to sell or dispose of any of clauses (x)particular businesses, (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreementproduct lines, assets or voting securities, or take any other similar actions to secure antitrust clearance from such Governmental Authority. (d) Without limiting any other obligation under this AgreementIn addition to the foregoing, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser Buyer agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity third party whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. under this Agreement. (e) Whether or not the Sale Acquisition is consummated, Purchaser each Party shall be responsible for all filing fees and payments to imposed on such Party by any Governmental Entity Authority in order to obtain any consents, approvals or waivers pursuant to this Section 6.36.4.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser the parties hereto shall cooperate with the other parties and Seller use (and shall use commercially cause their respective controlled Affiliates to use) reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under this Agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and applicable Laws to consummate and make effective as promptly as practicable after effective, in the date hereof most expeditious manner reasonably practicable, the transactions contemplated by this AgreementTransactions, including (i) preparing as and filing promptly as practicableand fully all documentation to effect all necessary, all necessary applicationsproper and advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, declarations, submissions of information, applications, reports and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, and other documents (iii) execute and deliver any additional instruments necessary to obtain consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use (and shall cause their respective controlled Affiliates to use) reasonable best efforts to (i) take all action reasonably necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate on the transactions terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (collectivelyc) Parent and the Company shall jointly, and on an equal basis, (i) control the “timing and strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Approvals”) Authority in connection with the Transactions and (ii) as promptly as practicable taking coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any Governmental Authority relating to the Transactions and of all steps as may be necessary to obtain all such Governmental Approvals. other regulatory matters incidental thereto. (d) In furtherance and not in limitation of the foregoing, each Party of the parties hereto agrees to shall (Ai) make (and cause their respective controlled Affiliates to 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 seven (7) Business Days of Transactions as promptly as reasonably practicable following the date of this Agreement (and in any event within ten Business Days following the date hereof), (ii) supply (and shall cause their respective controlled Affiliates to supply) as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (Biii) use their respective reasonable best efforts to promptly take all steps reasonably necessary, proper, or advisable to obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as practicable. Without limiting the foregoing, Parent shall use reasonable best efforts to promptly take (and shall cause its controlled Affiliates to take) all actions reasonably necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other Antitrust Law and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit, restrict or delay the consummation of the Transactions. Parent shall use its reasonable best efforts to respond to and seek to resolve, in each case, as promptly as reasonably practicable, any objections asserted by any Governmental Authority with respect to the Transactions. From the date hereof until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, each of the Company, Parent and Merger Sub shall not take (and each of the Company and Parent shall cause their respective controlled Affiliates not to take) any action with the intention to, or that would reasonably be expected to, materially delay or prohibit the expiration or termination of any waiting period under the HSR Act. Neither Parent nor the Company shall commit (and shall cause their respective controlled Affiliates not to commit) to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into any a timing agreement with any Governmental Authority, without the U.S. prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned). (e) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto shall use (and shall cause their respective controlled Affiliates to use) reasonable best efforts to (i) promptly cooperate in all respects with each other in connection with any reasonably necessary, proper or advisable submissions, consents, approvals, filings, petitions, statements, licenses, permits, authorizations, declarations, notifications, registrations, submissions of information, applications, reports, waivers, exemptions, clearances, orders, confirmations and other documents with the Federal Trade Commission (the “FTC”) or ), the U.S. Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing Authority in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission Transactions and in connection with any investigation or other inquiryinquiry by or before the FTC, including the DOJ or any other Governmental Authority relating to the Transactions or any proceeding initiated by a private party; Person, (ii) keep the other Party and/or its counsel parties hereto informed in all material respects and on a reasonably timely basis of any material written or verbal communication received by such Party party from, or given by such Party party to, the FTC, the DOJ or any other U.S. Governmental Authority (including by promptly sending the other parties a copy of all documents, information, correspondence or other Governmental Entity communications) and of any material written or verbal communication received or given in connection with any proceeding by a private partyPerson, in each case regarding any of the transactions contemplated hereby; Transactions, (iii) if subject to applicable Laws and the Confidentiality Agreement relating to the exchange of information, and to the extent reasonably practicable, promptly consult with each the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in advance of any meeting filing made with, or telephone call with written materials submitted to, any third Person or the FTC, the DOJ or any other Governmental Entity or, Authority in connection with any proceeding by a private partythe Transactions, with any other Personthan “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity Authority or other Person, promptly give the other Party and/or its counsel parties hereto the opportunity to attend and participate in such meetings and conferences (whether in person, by telephone calls; or otherwise), and (ivv) permit the other Party and/or its counsel to review in advance any submissionpromptly obtain all consents, filing registrations, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations necessary, proper or communication (and documents submitted therewith) intended advisable to be given by it obtained from, or renewed with, the FTC, the DOJ and any other Governmental Authority. Prior to submitting any document or any information relating to the Transactions or the parties (whether formally or informally, in draft form or final form) to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and SellerAuthority, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to a party shall provide the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials parties with a reasonable opportunity to review and the comment on such document or information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained reasonably in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreementsubmission. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)hereof, until the Closing each of Purchaser and Seller party hereto shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated hereby as promptly as practicable, including using its reasonable best efforts to obtain or make all necessary or appropriate filings required under applicable Law and to lift any injunction or other legal bar to the consummation of the transactions contemplated by this Agreement as promptly as practicable after the date hereof of this Agreement. None of the parties shall knowingly take, cause or permit to be taken any action which would reasonably be expected to materially delay or prevent consummation of the transactions contemplated by this Agreement. 67 (b) The Company shall use its reasonable best efforts to obtain any consents required pursuant to the Material Contracts in connection with the consummation of the transactions contemplated by this Agreement, including (i) preparing as promptly as practicableand Parent shall use its reasonable best efforts to cooperate with the Company in such efforts. Anything to the contrary in this Agreement notwithstanding, all necessary applicationsnothing herein shall obligate or be construed to obligate the Company or any of its Affiliates to make, notices, petitions, filings, ruling requests, and other documents and or to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable cause to be obtained from made, any Governmental Entity payment to any third party in order to consummate obtain the transactions contemplated by consent or approval of such third party under any Material Contract or otherwise. Anything to the contrary in this Agreement (collectivelynotwithstanding, each of Parent and ▇▇▇▇▇▇ Sub agrees that neither the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary Company nor any of its Affiliates shall have any liability whatsoever to Parent or Merger Sub arising out of or relating to the failure to obtain all any such Governmental Approvals. In furtherance consent and no representation, warranty or covenant herein shall be breached or deemed breached, no condition shall be deemed not in limitation satisfied and no termination right shall be deemed triggered as a result of the foregoingsuch failure. (c) The Company and Parent will, each Party hereto agrees to within ten (A) 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 seven (710) Business Days of after the date of this Agreement and (B) not enter into any agreement hereof, file with the U.S. United States Federal Trade Commission (the “FTC”) or and the U.S. Antitrust Division of the United States Department of Justice (the “DOJ”) the notification and report forms required for the transactions contemplated hereby, and subsequent to such filings, any supplemental information that may be requested in connection therewith pursuant to the HSR Act, which notification and report forms and supplemental information will comply in all material respects with the requirements of the HSR Act. Each of Parent and the Company will promptly furnish to the other (x) all necessary information as the other may reasonably request in connection with the preparation of any filing or submission pursuant to the HSR Act and (y) copies of all written communications (and memoranda setting forth the substance of any other Governmental Entity not to consummate oral communication) with the FTC or the DOJ in connection with the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to To the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b)practicable, each of Purchaser Parent and Seller shallthe Company will consult with the other prior to any meetings, and shall cause its Affiliates toby telephone or in person, until with the Closing, use its commercially reasonable efforts to (i) avoid staff of the entry of, FTC or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, and each of Parent and the Company will have the right to have a representative present at any such meeting to the extent permitted by such Governmental Authority. Parent shall pay all filing fees required with respect to the notification, report and other requirements of the HSR Act. (d) The parties shall (i) respond as promptly as practicable to any inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the FTC or the DOJ and to prevent or materially delay or impede the consummation of all inquiries and requests received from any other Governmental Authority in connection with Competition Law matters, and (ii) use their reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated hereinby this Agreement under any Competition Laws and to cause the waiting periods, approvals or other requirements under the HSR Act and all other Competition Laws to terminate or expire or be obtained at the earliest possible date. (e) Until Without limiting the Closinggenerality of the foregoing, Purchaser each party to this Agreement shall: (i) cooperate fully with the other parties hereto, shall execute and deliver such further documents, certificates, agreements and instruments and shall take such other actions as may be reasonably requested by any other party hereto to evidence or reflect the Merger (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder); (ii) give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement; (iii) use reasonable best efforts to obtain each approval, consent, ratification, permission, waiver or authorization required to be obtained by such party in connection with the Merger or any of the other transactions contemplated by this Agreement; and (iv) use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. In furtherance of the foregoing, each of Parent and ▇▇▇▇▇▇ Sub agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity Authority or other Person whose consent or approval is sought hereunder. For purposes of this Agreement, “reasonable best efforts” shall not include nor require either party or its subsidiaries to (A) sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of any asset, in connection each case if such sale, separation or disposition or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the expected benefits of the transactions contemplated herebyby this Agreement to such party, (B) conduct or agree to conduct its business in each caseany particular manner if such conduct or agreement with respect thereto would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to such party, (C) agree to any order, action or regulatory condition of any regulatory body, whether in an approval proceeding or another regulatory proceeding, that, if effected, would cause a material reduction in the expected benefits to Parent of the Merger and the other transactions contemplated this Agreement or (D) to litigate before any Governmental Authority (any of the foregoing effects, a “Burdensome Effect”). In the event that any action or proceeding is threatened or instituted challenging the Merger as soon as reasonably practicable. Whether violative of any Law, Parent and the Company shall use reasonable best efforts to avoid or not the Sale is consummatedresolve such action; provided, Purchaser however, that no party shall be responsible for all filing fees and payments required to take any Governmental Entity in order action that constitutes a Burdensome Effect. The parties shall take reasonable efforts to obtain share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any consents, approvals or waivers other privilege pursuant to this Section 6.3section so as to preserve any applicable privilege.

Efforts. (a) Subject to Each of the terms Company, Parent and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller Merger Sub shall use commercially its respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions appropriate action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the date hereof execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and in any event not later than three (3) Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (B) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, which determination has been made for each item set forth on Section 5.5(a) of the Company Disclosure Letter, (iv) cause the satisfaction of all conditions within its control set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including in each case until the issuance of a final, nonappealable Order, (ivi) preparing seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and file as promptly as practicable, practicable all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Third Party or any Governmental Entity in order to consummate the Merger or the other transactions contemplated by this Agreement Agreement, (collectively, the “Governmental Approvals”viii) and (ii) as promptly as practicable taking take all reasonable steps as may be necessary to obtain all such Governmental Approvals. In furtherance consents and not approvals, and (ix) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in limitation connection therewith, with respect to this Agreement and the Merger required under any other applicable Law; provided, however, that in no event shall anything in this Section 5.5(a) require, or be construed to require, the Company, Parent, Merger Sub or any of their respective affiliates, or permit the foregoingCompany, each Party hereto agrees Parent, Merger Sub or any of their respective affiliates, to (A) make an appropriate undertake any efforts, or to take or consent to any action, if such efforts, action or consent, individually or in the aggregate, would result in a Company Material Adverse Effect, (B) take any actions, including the actions described in this Section 5.5(a), with respect to Parent, its affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements in connection with obtaining approvals from any Governmental Entity or (C) take or agree to take any action with respect to its business or operations in connection with obtaining approvals from any Governmental Entity unless (in the case of this clause (C)) the effectiveness of such agreement is conditioned upon the occurrence of the Closing. No party to this Agreement shall consent to any delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Parent and complete filing Merger Sub shall not, except as may be consented to in advance in writing by the Company, directly or indirectly through one or more of its affiliates, acquire any Person or material assets thereof or interest therein, if such acquisition would reasonably be expected to cause a Notification and Report Form pursuant to delay beyond the HSR Act Outside Date or prevent the consummation of the Merger on the terms of this Agreement. (b) Without limiting the generality of anything contained in this Section 5.5, each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Entity with respect to the transactions contemplated hereby within seven (7) Business Days Merger or any of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed parties notified as to the status of any communication received by such Party fromrequest, or given by such Party toinquiry, the FTCinvestigation, the DOJ or any other U.S. action or other Proceeding, (iii) promptly notify the other parties of any oral or written communication to or from any Governmental Entity and of any communication received regarding the Merger or given in connection with any proceeding by a private party, in each case regarding any of the other transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; this Agreement and (iv) permit promptly provide to the other Party and/or parties copies of any written communications received or provided by such party, or any of its counsel Subsidiaries, from or to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it Governmental Entity with respect to the FTC, the DOJ Merger or any other Governmental Entitytransactions contemplated by this Agreement; provided that materials may be redacted to remove references concerning Parent and the valuation of the businesses of Seller. Purchaser and SellerCompany may, as each deems reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser Parent or Sellerthe Company, as the case may be) or its legal counsel. Each party hereto will consult and cooperate with the other parties with respect to and provide any necessary information and assistance as the other parties may reasonably request with respect to all notices, submissions, or filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement or any transactions contemplated by this Agreement and will permit the other parties to review and discuss in advance and consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any such request, inquiry, investigation, action or other Proceeding other than the matters contemplated by Section 5.14, in connection with or related to the Merger or the other transactions contemplated hereby, each party hereto will consult with the other parties in advance and give the other parties or their authorized representatives the opportunity to be present at each meeting or teleconference relating to such request, inquiry, investigation, action or other Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or other Proceeding. Notwithstanding anything to the contrary herein, Parent shall, following consultation with the Company and acting in good faith, direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Entity or in any action brought to enjoin the transactions contemplated hereby pursuant to any Competition Law. (c) In furtherance and not Nothing contained in limitation this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts Company prior to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under Merger. Prior to the Effective Time, the Company shall exercise, subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause control over its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated hereinbusiness operations. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)provided, until the Closing each of Purchaser and Seller Sellers shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, practicable all necessary applications, notices, petitions, filingsfilings (or, if required by the applicable Governmental Entity, a draft thereof), ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations authorizations, expiration of applicable waiting periods and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven ten (710) Business Days of the date of this Agreement and Agreement, (B) make all other required filings (or, if required by the applicable Governmental Entity, a draft thereof) pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) FTC or the U.S. Department of Justice (the “DOJ”) DOJ or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other PartyParty hereto. Until Each Party shall use its best efforts to cause all necessary filings in all Deferred Closing Jurisdictions to be made no later than five (5) Business Days after the Closingdate of this Agreement. As promptly as practicable after the date of this Agreement, Parent and Sellers shall use best efforts to provide to Purchaser’s outside antitrust counsel, all documents and information necessary to make all necessary filings in all Deferred Closing Jurisdictions and each Party shall substantially comply supply as promptly as practicable with any request for additional information or documentary material documentation that may be made requested pursuant to the HSR Act or any other Antitrust Law and use its commercially 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller Sellers shall, until the Closing in connection with the actions referenced in Section 6.3(a5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Personperson, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Personperson, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone callsconferences; and (iv) except for Parties’ Notification and Report Forms and attachments thereto filed under the HSR Act, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of SellerSellers. Purchaser and SellerSellers, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or SellerSellers, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a5.3(a) and 6.3(b5.3(b), each of Purchaser Purchaser, Sellers and Seller shall, and the Company shall cause its Affiliates to, until the Closing, use its commercially reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Education Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates ’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or or the members of the Alkali Education Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or or the members of the Alkali Education Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, each of Purchaser and Sellers shall not, and shall cause its Subsidiaries and controlled Affiliates not toto not, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated hereinherein (which, for the avoidance of doubt, shall not include ordinary course trading in debt). (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser and Parent shall each be responsible for 50% of all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.35.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing Company and Parent shall each of Purchaser and Seller shall use commercially their 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 under this Agreement and applicable Laws Applicable Law to consummate and make effective the Transactions as promptly as practicable after and in any event prior to the date hereof the transactions contemplated by this AgreementEnd Date, including (i) preparing as promptly as practicable, the obtaining of all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsactions, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations consents and clearances necessary or advisable to be obtained approvals from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectivelyAuthorities, the “expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Approvals”Authorities, if any) and (ii) as promptly as practicable the taking of all steps as may be reasonably necessary to obtain all such an approval or waiver from, or to avoid an action or proceeding by, any Governmental Approvals. In furtherance Authorities, (ii) the delivery of required notices to, and not in limitation the obtaining of the foregoingrequired consents or waivers from, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not Third Parties necessary to consummate the transactions contemplated by Transactions and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b)undertakings pursuant to this Section 6.10, each of Purchaser Parent and Seller shallthe Company shall prepare and file any notification and report forms and related material required under the HSR Act as promptly as reasonably practicable and advisable (and, in any event, within ten (10) Business Days after the date of this Agreement) and shall provide or cause to be provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by the DOJ or FTC under the HSR Act. Furthermore, each of Parent and Company shall prepare and file any notification and report forms and related material required by any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as reasonably practicable and advisable and shall provide or cause its Affiliates to, until to be provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by other Governmental Authorities under applicable Antitrust Laws (if any). Each of Parent and the Closing, Company shall use its commercially their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities; provided, however, that, notwithstanding anything to the contrary in this Section 6.10 or elsewhere in this Agreement, the parties hereto understand and agree that Parent’s reasonable best efforts shall include Parent (i) avoid the entry ofentering into a settlement, or to have vacatedundertaking, lifted, reversed or overturned any consent decree, judgmentstipulation or agreement relating to the Company, injunction its business or its assets, with or required by any Governmental Authority or other order, whether temporary, preliminary Person in connection with any consent or permanent, that would restrain, prevent approval required to complete or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted otherwise in any court connection with respect to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture divestiture, disposition or disposition hold separate of such businesses, product lines or assets of Purchaser and the Company (a “Regulatory Action”); and, provided, further, that nothing in this Agreement shall require Parent or its Affiliates and/or to (and the members Company shall not without the express written consent of Parent) take or agree to any Regulatory Action which would result in or reasonably be likely to result in, either individually or in the Alkali Groupaggregate, (y) otherwise taking or committing to a material and adverse Effect on the Company’s business. Parent, Merger Sub and their respective Affiliates shall not take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of any action with respect the intention to, or its that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC or under any other applicable Antitrust Laws. (c) Subject to Applicable Law, the Company and Parent and their respective counsel shall, keep the other party apprised on a reasonably timely basis of the status of any communications with, and any inquiries or requests for additional for additional information from, any Governmental Authority with respect to this Agreement. Subject to Applicable Law and to the extent practicable, the Company and Parent shall and their respective counsel shall (i) have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions, (ii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iii) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their ability Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to operate and/or retainthe Transactions. To the extent reasonably practicable, one neither party shall agree to participate in any meeting, or more engage in any conversation, with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions unless it consults with the other party in advance and, unless prohibited by such Governmental Authority and to the extent permitted by Applicable Law, gives the other party the opportunity to attend and participate in such material meeting or conversation. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.10, materials provided to the other party or its counsel may be redacted to remove references concerning: (i) the valuation of the businessesCompany; (ii) competitively sensitive information; (iii) so as not to jeopardize attorney-client, product lines attorney-work product, or assets any other applicable privileges; or (iv) so as not to contravene any Applicable Law. (d) All filing fees required in connection with any filings with any Governmental Authority under any Antitrust Laws that may be asserted by any Governmental Authority shall be borne by Parent, and each party shall be responsible for any of Purchaser and/or its own respective costs and expenses incurred by such party (including attorneys’ fees and other legal fees and expenses) associated with the members preparation of its portion of any such filings. (e) Neither party shall, without the prior written consent of the Alkali Groupother party, and (z) agreeing to divestextend, sell, dispose of, hold separate, directly or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retainindirectly, any of waiting period under the businesses, product lines HSR Act or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by Antitrust Law or enter into any of clauses (x), (y) and (z) is conditioned upon the consummation of Contract with any Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement. (d) Without limiting . Subject to the Confidentiality Agreement and to any other obligation under applicable sections of this Agreement, during and to the period from extent permitted by Applicable Law, the date of this Agreement until parties will coordinate and cooperate fully with each other in exchanging information and providing such assistance as the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would other party may reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval request in connection with the transactions contemplated by this Agreement, foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or to prevent or materially delay or impede the consummation of the transactions contemplated hereinany other Antitrust Law. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including for, and subject to Section 6.12)6.10 hereof, until the Closing each of Purchaser and Seller shall the parties hereto agrees to use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement applicable laws and applicable Laws regulations to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, using its reasonable best efforts to obtain all necessary applicationsopinions, noticeswaivers, petitionsconsents and approvals and effect all necessary registrations and filings. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, filingsthe proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, ruling requestseach of the Company, Parent and the Purchaser shall, and other documents and to obtain the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Parent, the Purchaser and the Company will use its reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement or other foreign filings and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, licenses, orders, registrations, approvals, permitsauthorizations or permits of, rulingsor registrations or filings with or notifications to (any of the foregoing being a "Consent"), authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate necessary for the consummation of the transactions contemplated by the Offer and this Agreement Agreement. Subject to the Confidentiality Agreement, Parent and the Company shall furnish to one and other (collectivelyand to the Purchaser) such necessary informa- tion and reasonable assistance as Parent, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as Purchaser or the Company may be necessary to obtain all such Governmental Approvalsreasonably request in connection with the foregoing. In furtherance addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company or Parent or the Purchaser or any of their respective subsidiaries, should be discovered by the Company or Parent, as the case may be, and not which should be set forth in limitation an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. (b) Without limiting Section 6.3(a), Parent, the foregoing, Purchaser and the Company shall each Party hereto agrees (i) promptly make or cause to (A) make an appropriate and complete filing be made the filings required of a Notification and Report Form pursuant to such party under the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of Offer and the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private partyMerger; (ii) keep the other Party and/or its counsel informed of take any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and all steps necessary to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the Offer or the Merger so as to enable the Closing consummation thereof to occur as soon as possible (and in any event no later than the Outside Date)reasonably possible, including (x) without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businessesassets or businesses of Parent, product lines the Purchaser or assets the Company as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of Purchaser and its Affiliates and/or the members preventing or delaying consummation of the Alkali Group, Offer or the Merger; and (yiii) otherwise taking or committing use its best efforts to take actions that after avoid the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect toentry of, or its to have vacated or their ability to operate and/or retainterminated, one or more of the businessesany decree, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separateorder, or otherwise take judgment that would restrain, prevent or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon delay the consummation of the transactions contemplated Offer or the Merger, including without limitation defending through litigation on the merits any claim asserted in any court by this Agreement. any party. Each party hereto shall promptly notify the other parties of any communication to that party from any Governmental Entity and permit the other parties to review in advance any proposed communication to any Governmental Entity. Parent and the Company shall not (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries their respective affiliates and Affiliates representatives not to, take or ) agree to take participate in any action that would reasonably be expected to prevent or delay the Parties from obtaining meeting with any Governmental Approval Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement, each of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the transactions contemplated by this Agreement, foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or to prevent or materially delay or impede the consummation in connection with other Consents. Each of the transactions contemplated herein. (e) Until Company, Parent and the Closing, Purchaser agrees to respond promptly to and comply fully with any request for additional information or documents under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide Parent and the Purchaser, and Parent and the Purchaser will provide the Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such security party or any of its representatives, on the one hand, and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser the Company and Seller Parent shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof the transactions contemplated by of this Agreement, including (i) preparing and filing, in consultation with the other Parties, as promptly as practicablereasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, all necessary applicationsproper or advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any Governmental Entity Authority or other Third Party, in order each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (collectivelyincluding the Station Disposition) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). (b) In connection with the Merger and the other transactions contemplated hereby, to the extent requested by Parent, the Parties shall use their reasonable best efforts to consummate the disposition of the Company Stations identified on Section 7.1(b) of the Parent Disclosure Letter in the manner set forth on Section 7.1(b) of the Parent Disclosure Letter and such contracts and assets related thereto as shall be reasonably determined by Parent (such disposition, the “Governmental ApprovalsStation Disposition”) and (ii) as promptly as practicable taking all steps as may be necessary ), whether or not such dispositions are necessary, proper or advisable to obtain all the approvals, consents, registrations, permits, authorizations and other confirmations otherwise required to be obtained from any Governmental Authority to consummate and make effective the Merger. Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such Governmental Approvalsagreements and documents, necessary or appropriate to facilitate the Station Disposition. Parent shall be entitled to direct, in consultation with the Company, the process for the Station Disposition. Notwithstanding anything to the contrary contained in this Section 7.1(b), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Station Disposition, unless such Station Disposition is contingent upon the Closing. (c) To the extent requested by Parent, the Company shall and shall cause its Subsidiaries to, assign the options under option agreements with the Company Sharing Companies and their equityholders to one or more of Parent’s Affiliates or other designees of Parent, and take such other actions reasonably requested by Parent to cause one or more of the Company Stations licensed to a Company Sharing Company and subject to a Sharing Agreement with the Company or its Subsidiaries to be acquired by one or more of Parent’s Affiliates or other designees, as applicable (each such assignment and/or acquisition, a “Sharing Station Acquisition”). Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate each Sharing Station Acquisition. Notwithstanding anything to the contrary contained in this Section 7.1(c), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Sharing Station Acquisition, unless such Sharing Station Acquisition is contingent upon the Closing. (d) In furtherance and not in limitation of the foregoing, each Party hereto agrees of Parent and the Company shall (i) make, as promptly as reasonably practicable appropriate filings of Notification and Report Forms pursuant to (A) make an appropriate the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and complete filing the Company of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Merger shall be made within seven (7) 10 Business Days of the date of this Agreement Agreement, unless a later date is agreed to in writing by both Parent and the Company and (Bii) not enter into any agreement make, as promptly as reasonably practicable, the FCC Applications with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not respect to consummate the transactions contemplated by this Agreement, except ; provided that the FCC Applications with respect to the prior written consent Merger shall be made within 20 Business Days of the other Partydate of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Until Each of the Closing, each Party Company and Parent shall substantially comply supply as promptly as practicable with and advisable any request for additional information or and documentary material that may be made requested pursuant to the HSR Act or any other Antitrust Law foregoing, and use its commercially reasonable efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and Parent shall each request early termination of the waiting period with respect to the Merger, the Stations Divestitures and any Sharing Station Acquisitions under the HSR Act. The Company and Parent shall each pay 50% of the filing fees payable under the HSR Act and any other Antitrust Law as soon as possible. (b) Each FCC filing fees by the Company, Parent and each of Purchaser and Seller shalltheir Subsidiaries relating to the Merger, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for irrespective of whether the transactions contemplated by this Agreement under are consummated. (e) Except as prohibited by applicable Law or Order, each of Parent and the HSR Act or any other Antitrust Law, Company shall (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party; , including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) keep promptly inform the other Party and/or its counsel informed of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, the FTCFederal Trade Commission, the DOJ Antitrust Division of the Department of Justice, the FCC or any other U.S. or other similar Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; by this Agreement, (iii) if practicable, consult with each other in advance of prior to taking any meeting or telephone call material position with respect to the FTC, filings under the DOJ HSR Act (or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTCCompetition Law), the DOJ Communications Act and the FCC Rules in discussions with or such other filings to be submitted to any Governmental Entity or other PersonAuthority, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review and discuss in advance advance, and consider in good faith the views of the other in connection with, any submissionanalyses, filing or communication (presentations, memoranda, briefs, arguments, opinions and documents submitted therewith) intended proposals to be given by it submitted to any Governmental Authority with respect to filings under the FTC, the DOJ HSR Act (or any other Competition Law), the Communications Act and the FCC Rules and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental EntityAuthority relating to this Agreement or the transactions contemplated hereby under the HSR Act (or any other Competition Law), the Communications Act and the FCC Rules; provided that materials may Parent shall be redacted entitled to remove references concerning direct, in consultation with the valuation of Company, the businesses of Seller. Purchaser timing for making, and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material approve (such approval not to be provided unreasonably withheld) the content of, any filings with or presentations or submissions to any Governmental Authority relating to this Agreement or the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials transactions contemplated hereby and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the information contained therein shall be given only conducting of negotiations with, Governmental Authorities relating to this Agreement or the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counseltransactions contemplated hereby. (cf) In furtherance The Company and not in limitation Parent acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any application for renewal of any FCC License with respect to any Company Station and thereby to facilitate the grant of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b)FCC Consent with respect to such Company Station, each of Purchaser the Company, Parent and Seller shall, and their applicable Subsidiaries shall cause its Affiliates to, until be permitted to enter into tolling agreements with the Closing, use its commercially reasonable efforts FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Company Station in connection with (i) avoid any pending complaints that such Company Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Company Station with respect to which the entry ofFCC may permit the Company or Parent (or any of their respective Subsidiaries) to enter into a tolling agreement. (g) If the Closing shall not have occurred for any reason within the original effective periods of the FCC Consent, and neither party shall have terminated this Agreement pursuant to the terms hereof, the Company and Parent shall use their reasonable best efforts to obtain one or more extensions of the effective period of the FCC Consent to permit consummation of the transactions hereunder. Upon receipt of the FCC Consent, the Company and Parent shall use their respective reasonable best efforts to maintain in effect the FCC Consent to permit consummation of the transactions hereunder. No extension of the FCC Consent shall limit the right of the Company and Parent to terminate this Agreement pursuant to the terms hereof. (h) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted engage in any court substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (i) Subject to Section 7.1(j), Parent shall use reasonable best efforts to take action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date)reasonably practicable, including (xi) proposing, negotiating, committing the prompt use of its reasonable best efforts to and effecting, by consent decree, hold separate orderavoid the entry of, or otherwise, to effect the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose dissolution of, hold separateany permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the prohibit consummation of the transactions contemplated by this Agreement. , including (dA) Without limiting the defense through litigation on the merits of any claim asserted in any court, agency or other obligation under this Agreementproceeding by any Person, during including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, (B) the period from the date proffer and agreement by Parent of this Agreement until the Closing Dateits willingness to sell, Purchaser shall notlease, license or otherwise dispose of, or hold separate pending such disposition, and shall cause promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Subsidiaries (including, after the Closing, the Company and Affiliates not toits Subsidiaries) (and the entry into agreements with, take and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or agree modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into commitments and obligations) (hereinafter referred to as the “Station Divestitures”) and (C) the proffer and agreement by Parent of its willingness to take such other actions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into commitments and obligations) (each an “Approval Action”), including, in the case of clause (B) and (C), the Approval Actions listed on Section 7.1(i) of the Parent Disclosure Letter, in each case if such action is necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any action Proceeding in any forum or (y) issuance of any Order that would reasonably be expected to prevent delay, restrain, prevent, enjoin or delay the Parties from obtaining any Governmental Approval in connection with otherwise prohibit consummation of the transactions contemplated by this AgreementAgreement by any Governmental Authority and (ii) the prompt use of its reasonable best efforts to take, in the event that any permanent or preliminary Order is entered or issued, or becomes reasonably foreseeable to prevent be entered or materially delay issued, in any proceeding or impede the inquiry of any kind that would make consummation of the transactions contemplated hereinby this Agreement (including the Station Divestitures) in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement (including the Station Divestitures), any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. (ej) Until Notwithstanding anything herein to the contrary, nothing set forth in this Section 7.1 or otherwise in this Agreement shall: (i) require, or be construed to require the Company, Parent or any of their respective Subsidiaries to take, or agree to take, any Approval Action, unless such Approval Action shall be conditioned upon the consummation of the Merger; (ii) permit the Company or any of its Subsidiaries to agree or consent to or approve (without the prior consent of Parent, which need only be granted to the extent otherwise required hereunder) any Approval Action; or (iii) require or be construed to require Parent or any of its Subsidiaries to agree to take or consent to the taking of any Approval Actions other than (x) the Approval Actions listed on Section 7.1(i) of the Parent Disclosure Letter and (y) such other Approval Actions (not involving the divestitures of Parent Stations or Company Stations or the modification or termination of Sharing Agreements or related option agreements) that would not reasonably be expected to result in an Approval Material Adverse Effect. (k) For purposes of this Section 7.1, “Approval Material Adverse Effect” means a material adverse effect on the financial condition or results of operations of Parent and its Subsidiaries, taken as a whole (including, after the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser the Company and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3Subsidiaries).

Efforts. (a) Subject to Upon the terms and subject to the conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser and Seller shall party hereto agrees to use commercially reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective effective, as promptly soon as practicable after possible following the date hereof hereof, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (i) preparing as promptly as practicable, the obtaining of all necessary applicationsactions, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsnon-actions, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations consents and clearances necessary or advisable to be obtained approvals from any Governmental Entity in order to consummate the transactions contemplated by this Agreement Entities (collectively, the “Governmental ApprovalsRequired Consents”) prior to the Effective Time, and (ii) as promptly as practicable the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all such Governmental Approvals. In furtherance necessary consents, approvals or waivers from third parties, (iii) the contesting and not in limitation defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) Merger or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with including seeking to have any request for additional information stay or documentary material that may be made pursuant to the HSR Act or temporary restraining order entered by any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. court or other Governmental Entity vacated or reversed, (iv) the execution and delivery of any communication received or given in connection with any proceeding by a private party, in each case regarding any of additional instruments necessary to consummate the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Personby, and to fully carry out the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry purposes of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupAgreement, and (zv) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period refraining from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the Parties from consummation of the Merger. (b) Comet and Venus shall jointly develop, consult and cooperate with one another regarding the strategy for obtaining any Governmental Approval Required Consent, including by determining the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals, filings, agreements or other documents made or submitted by or on behalf of either party in connection with the transactions contemplated obtaining of any Required Consents. Subject to applicable Law, each of Comet and Venus shall (i) promptly notify the other party of any communication, inquiry or investigation received by this Agreementthat party from, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closinggiven by it to, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought and permit the other party to review in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments advance any proposed communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (ii) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate therein and (iii) promptly furnish the other party with copies of all correspondence, filings and written communications between it and its Representatives, on the one hand, and any such Governmental Entity or its staff, on the other hand, with respect to this Agreement and the Merger, in order for such other party to obtain any consents, approvals or waivers meaningfully consult and participate in accordance with the preceding clauses (i) and (ii); provided that the materials furnished pursuant to this Section 6.37.03(b) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Efforts. (a) Subject to the terms and conditions herein of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Affiliates to use) reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (including Section 6.12i) consummate and make effective, in the most expeditious manner reasonably practicable (and in any event no later than the Outside Date), until the Closing each Transactions, including preparing and filing all documentation to effect all necessary, proper and advisable filings, notices, petitions, statements, registrations, declarations, submissions of Purchaser information, applications, reports and Seller other documents necessary to consummate and make effective the Transactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority or third party necessary to consummate and make effective the Transactions, and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. In the event that the parties hereto shall use commercially reasonable efforts fail to promptly take, obtain any third party approval or cause to be taken, all actions and to do, or cause to be done, all things consent that is necessary, proper or advisable under this Agreement in connection with the Mergers or the Transactions (other than from a Governmental Authority), the Company shall use its reasonable best efforts, and applicable Laws shall take such actions as are reasonably requested by Parent, to consummate minimize any adverse effect upon the Company and make effective as promptly as practicable its Subsidiaries resulting, or which would reasonably be expected to result, after the date hereof First Effective Time, from the transactions failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any such approval or consent from any such third parties (other than Governmental Authorities) with respect to any transaction contemplated by this Agreement, including (iA) preparing as promptly as practicablenone of the Company or any of its Subsidiaries shall be required to, all necessary applicationsor, noticeswithout the prior written consent of Parent, petitionsshall, filingspay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, ruling requestsmake any commitment or incur any liability or other obligation due to such person, and (B) none of Parent, Merger Sub I, Merger Sub II or any of their Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other documents consideration, make any commitment or incur any liability or other obligation. (b) Notwithstanding anything to the contrary in this Section 5.04, nothing in this Agreement shall require Parent or any of its Affiliates to (and the Company and its Subsidiaries shall not, without the prior written consent of the Parent) contest or defend against any actual, anticipated or threatened Judgment or Action seeking to obtain as promptly as practicable all consentsprevent, waiversdelay or impair the consummation of the Transactions. (c) Without limiting the generality of the foregoing, licensesParent and the Company each shall not, ordersand shall cause their respective Affiliates not to, registrationsacquire or agree to acquire by merging or consolidating with, approvalsor by purchasing the assets of or equity in, permitsor by any other manner, rulingsany Person or portion thereof, authorizations or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to materially delay or materially increase the risk of not obtaining, any approval, consent, registration, waiver, permit, authorization, exemption, clearance, order and clearances necessary or advisable to be obtained other confirmation from any Governmental Entity in order Authority necessary to consummate the transactions contemplated hereby or prevent or materially delay the consummation of the Transactions. (d) Without limiting the generality of the foregoing in connection with the efforts referenced in Section 5.04(a) or affecting the specific limitations thereto contemplated in Section 5.04(b), Parent shall, and shall cause its controlled Affiliates to, use their reasonable best efforts to take such steps as are necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers that may be necessary or required by any Governmental Authority, so as to enable the consummation of the transactions contemplated by this Agreement by the Outside Date by entering into a consent decree, undertaking or order (i) requiring the divestiture, sale, disposition, licensing or holding separate of any businesses, assets, or voting securities of the Company or Parent or any of their respective Subsidiaries and agreeing to any customary transition services to facilitate the divestiture (collectively, the a “Governmental ApprovalsDivestiture”) or (ii) agreeing to, accepting and effecting (as applicable) conduct-related undertakings, commitments or other conditions to be taken after the Closing other than a Divestiture (collectively, a “Behavioral Remedy”). Notwithstanding the foregoing or anything to the contrary in this Section 5.04 or elsewhere in this Agreement, Parent and its controlled Affiliates shall not be required to: (A) commit to any Divestiture of any businesses, assets or securities of Parent, the Company or any of their respective Subsidiaries that directly or indirectly generated in the aggregate revenue in excess of $185,000,000 during the 12 calendar months ended December 31, 2025; or (B) agree to, accept or effect any Behavioral Remedy that would reasonably be expected to result in (x) an aggregate reduction of EBITDA of Parent or the Company of greater than $5,000,000 or (y) an aggregate one-time direct implementation cost to Parent or the Merger II Surviving Company in excess of $10,000,000. provided that, for the avoidance of doubt, the actions contemplated by clauses (A) and (B) above are mutually exclusive, and Parent is only obligated to effectuate one or the other to enable the consummation of the transactions contemplated by this Agreement by the Outside Date. Notwithstanding anything in this Agreement to the contrary, Parent and its controlled Affiliates shall not be obligated to take or agree or commit to take any action that is not conditioned on the Closing. (e) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use (and shall cause their respective Affiliates to use) reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable taking on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (f) Notwithstanding anything to the contrary herein, Parent, after consulting in good faith with the Company to the extent permitted by Law, shall (i) control the timing and strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority in connection with the Transactions and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before, or any negotiations with, any Governmental Authority relating to the Transactions and of all steps as may be necessary to obtain all such Governmental Approvals. other regulatory matters incidental thereto. (g) In furtherance and not in limitation of the foregoing, each Party of the parties hereto agrees to make (Aand cause its Affiliates to make) make (i) an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as reasonably practicable following the date of this Agreement (and in any event within seven (7) 20 Business Days following the date of this Agreement), unless otherwise agreed by the parties hereto, (ii) the submission of the necessary forms or drafts or appropriate filings in connection with any approvals or clearances set forth on Section 6.01(b) of the Company Disclosure Letter as promptly as reasonably practicable following the date of this Agreement and (Biii) such filings and submissions to the extent required in connection with obtaining the Money Transmitter Requirement Approvals with respect to the Company Money Transmitter Licenses and Company Money Transmitter Applications. With respect to Money Transmitter Requirement Approvals with respect to the Company Money Transmitter Licenses, each of the parties hereto agrees to use its reasonable best efforts and cooperate with the other parties to (i) within three Business Days following the date hereof, submit (based on such Subsidiary’s general practices with respect to such filings or similar filings) a notification in the form set forth in Section 5.04(g) of the Company Disclosure Letter in respect of each Company Money Transmitter License to the appropriate Governmental Authority indicating that the parties have entered into this Agreement and describing the transactions contemplated hereunder and (ii) within 20 Business Days (unless otherwise agreed by the parties hereto) following the date hereof make such filings and submissions required to be made by it in connection with obtaining such Money Transmitter Requirement Approvals, in such form and including such content as the parties shall agree upon and cooperate to assemble in good faith (except with respect to such jurisdictions where the parties agree that no Money Transmitter Requirement Approval or filing or submission in connection therewith is required or advisable). The Company shall, and shall cause each of its Subsidiaries to, in consultation and cooperation with Parent, use reasonable best efforts to take all necessary actions in accordance with Money Transmitter Requirements to amend the Company Money Transmitter Applications to reflect the anticipated change of control as a result of the Transactions. The Company shall not, and shall not permit any Subsidiary to, submit any application for a new Money Transmitter License without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned). Each of the Company, Parent, Merger Sub I and Merger Sub II shall use its reasonable best efforts to supply (and cause their respective Affiliates to supply) as promptly as reasonably practicable any additional information and documentary material that may be requested by the relevant Governmental Authority with respect to the Antitrust Laws, Investment Screening Laws or in connection with the foregoing filings, notices, applications and notifications following submission thereof (subject, for the avoidance of doubt, to applicable confidentiality obligations). Parent and the Company will each be responsible for 50% of all filing fees in connection with any filings required to be made pursuant to this Section 5.04(g). (h) The Company shall not commit to or agree with any Governmental Authority to, and shall cause its Affiliates not to commit to or agree with any Governmental Authority to, (i) stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or any Investment Screening Laws, or enter into a timing agreement, understanding or commitment with any agreement Governmental Authority in connection with the U.S. foregoing, or (ii) withdraw (including, for the avoidance of doubt, by withdrawing and immediately re-filing) any application, filing or other submission in respect of any Antitrust Laws or any Investment Screening Laws, in each case of the foregoing clauses (i) and (ii), without the prior written consent of Parent. Parent may take any actions described in the immediately preceding sentence after consultation with the Company and subject to Parent’s obligations under Sections 5.04(a) and 5.04(f). (i) In furtherance and not in limitation of the foregoing, subject to Sections 5.04(b) and 5.04(f), each of the parties hereto shall use (and shall cause their respective controlled Affiliates to use) reasonable best efforts to (i) promptly cooperate in all respects with each other in connection with any necessary, proper or advisable submissions, consents, approvals, filings, petitions, statements, licenses, permits, authorizations, declarations, notifications, registrations, submissions of information, applications, reports, analyses, presentations, memoranda, briefs, arguments, waivers, exemptions, clearances, orders, confirmations and other documents with the Federal Trade Commission (the “FTC”) or ), the U.S. Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing Authority in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission Transactions and in connection with any investigation or other inquiryinquiry by or before the FTC, including DOJ or any other Governmental Authority relating to the Transactions or any proceeding initiated by a private partyPerson (including providing each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all material written communications (including applications, analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Mergers or any other transactions); (ii) keep the other Party and/or its counsel parties hereto reasonably informed in all material respects and on a reasonably timely basis of any material written or verbal communication received by such Party party from, or given by such Party party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity orAuthority (including by promptly sending the other parties a copy of all documents, information, correspondence or other communications) regarding any of the Transactions and giving outside counsel of the other party the opportunity to attend (but not participate in) any substantive meetings or discussions with any Governmental Authority, to the extent reasonably practical and not prohibited by such Governmental Authority; (iii) subject to applicable Laws and the Nondisclosure Agreement relating to the exchange of information, and to the extent reasonably practicable, promptly consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or the FTC, DOJ or any other Governmental Authority in connection with any proceeding by a private partythe Transactions, with any other Person, than “transaction-related documents” as that term is used in the rules and regulations under the HSR Act; (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity Authority or other Person, give outside counsel of the other Party and/or its counsel parties hereto the opportunity to attend and (but not participate in) any meeting or conference (whether in such meetings and person, by telephone callsor otherwise) in connection with the Transactions; and (ivv) permit the other Party and/or its counsel to review in advance any submissionpromptly obtain all consents, filing registrations, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations necessary, proper or communication (and documents submitted therewith) intended advisable to be given by it obtained from, or renewed with, the FTC, DOJ and any other Governmental Authority. Prior to submitting any document or any information relating to the Transactions or the Company (whether formally or informally, in draft form or final form) to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning Authority, the valuation Company shall send Parent such document or information reasonably in advance of the businesses of Seller. Purchaser such submission, and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the such document or information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed submitted by such outside counsel the Company to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity Authority without the prior written consent of Parent (such consent to be in Parent’s sole and absolute discretion) The Company shall not meet or engage in material conversations with any private party; and (ii) avoid Governmental Authority or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition representative of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval Authority in connection with obtaining any such consent, authorization, order and approval unless it consults with and receives the transactions contemplated by this Agreement, or consent of Parent (such consent to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security be in Parent’s sole and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.absolute discretion

Efforts. (ai) Subject to the terms and conditions herein provided (including Section 6.12)Each of Purchaser, until the Closing each of Purchaser Parent and Seller shall (and Purchaser, Parent and Seller shall cause each of their respective Affiliates to) use commercially its reasonable best efforts to promptly takeconsummate the transactions contemplated hereby and, or in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be takensatisfied and, all actions in the case of Parent, Seller and to dotheir respective Affiliates, or cause the conditions set forth in the Merger Agreement to be donesatisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, all things necessary, proper or advisable under this Agreement Purchaser shall (and applicable Laws shall cause its Affiliates to) and Parent and the Seller shall (and shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate and make effective (A) as promptly as practicable obtain all Purchaser Required Approvals and Seller Required Approvals, (B) as promptly as practicable, and in any event within thirty (30) Business Days after the date hereof hereof, make and not withdraw (without the Seller’s consent, in the case of Purchaser, and without Purchaser’s consent, in the case of Seller or Parent) all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable, (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iD) preparing as promptly as practicable, all necessary applications, notices, petitions, filings, ruling requests, and other documents and seek to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary have lifted or advisable to be obtained from rescinded any Governmental Entity in injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement (collectively, or the “Governmental Approvals”) and transactions contemplated hereby. (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoingobligations set forth in Section 5.1(a)(i), each Party hereto agrees to (A) make an appropriate Purchaser shall promptly take (and complete filing shall cause each of a Notification its Affiliates to take) any and Report Form pursuant all actions necessary or advisable in order to avoid or eliminate each and every impediment to the HSR Act with respect to consummation of the transactions contemplated hereby within seven (7) Business Days of hereby, and obtain all approvals and consents under any Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not parties to consummate the transactions contemplated by this Agreement, except with including the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiryRequired Approvals, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party fromplacing assets in trust, capital guarantees, or given by such Party to, the FTC, the DOJ operational restrictions or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Personlimitations on, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and or effecting, by consent decree, hold separate orderorders, trust or otherwise, the sale, divestiture license, disposition or disposition holding separate of, such assets or businesses of Purchaser or any of its Affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or orders of the relevant Governmental Authority) as may be required to obtain such approvals or consents of such businesses, product lines Governmental Authorities or assets of Purchaser and its Affiliates and/or to avoid the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect toentry of, or its to effect the dissolution of or their ability to operate and/or retain, one vacate or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retainlift, any decrees, judgments, injunctions or orders that would otherwise have the effect of the businesses, product lines preventing or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon materially delaying the consummation of the transactions contemplated by this Agreement. , (dB) Without limiting the Seller shall make, subject to the condition that the transactions contemplated hereby or thereby actually occur, any undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other obligation under dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the consummation of the transactions contemplated hereby) as are requested by Purchaser and are required to obtain such approvals or consents of such Governmental Authorities or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. None of the parties hereto shall, during the period from the date directly or indirectly, through one or more of this Agreement until the Closing Datetheir respective Affiliates, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action (in the case of Parent and Seller, other than exercising any right under the Merger Agreement to terminate the Merger Agreement in accordance with its terms), that would reasonably be expected to prevent or cause a material delay in the Parties from obtaining satisfaction of the conditions contained in Article VI or the consummation of the transactions contemplated hereby or, in the case of Parent and Seller, by the Merger Agreement. (iii) Without limiting the generality of anything contained in this Section 5.1(a)(i), each party hereto shall, subject to applicable Law and supervisory confidentiality requirements imposed by any Government Authority: (A) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Approval Authority with respect to the transactions contemplated by this Agreement; (B) keep the other parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding; and (C) promptly inform the other parties of any communication to or from any Governmental Authority regarding the transactions contemplated by this Agreement. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (eiv) Until Notwithstanding the Closingforegoing and anything else in this Agreement, nothing contained herein shall be deemed to require Purchaser agrees or its Affiliates, or permit Parent, Seller or their respective Affiliates (without Purchaser’s prior written consent), to provide such security take any action, or commit to take any action, or agree to any condition or restriction in connection with (A) obtaining the foregoing Seller Required Approvals and assurances as to financial capability, resources Purchaser Required Approvals and creditworthiness any other all approvals and other information about Purchaser and its Affiliates as may be reasonably requested by consents under any Governmental Entity whose consent or approval is sought Laws in connection with the transactions contemplated herebyby this Agreement that may be required by any foreign or U.S. federal, state or local Governmental Authority, or (B) obtaining the consents and approvals referred to in Section 5.1(a)(v), in each casecase that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, results of operations or financial condition of Purchaser and its Affiliates (measured on a scale relative to the Acquired Assets, the Assumed Liabilities and the Program, taken as soon as a whole) (a “Materially Burdensome Condition”). (v) Seller and Parent shall take any actions reasonably practicable. Whether or not the Sale is consummatednecessary to, and subject to Section 5.1(a)(iv), Purchaser shall be responsible for take all filing fees and payments to any Governmental Entity in order to actions reasonably necessary to, as promptly as practicable obtain any consentsand all consents and approvals necessary under the Securitization Documents to consummate the transactions contemplated by this Agreement, approvals or waivers pursuant the Securitization Transfer Agreement, the Assignment and Assumption Agreement and the Merger Agreement, including those set forth on Schedule 5.1(a)(v). (vi) If the Merger Agreement shall terminate, Purchaser, Parent and Seller shall (and shall cause their respective Affiliates to) promptly cause the Program Agreement and each of the other Ancillary Agreements to this Section 6.3be terminated effective as of the time of the termination of the Merger Agreement; provided that the parties shall first discuss in good faith with each other whether it is desirable to the parties to negotiate for execution of an alternative definitive program and related agreements.

Efforts. (a) Subject to Each of the terms and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller parties shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective effective, as soon as reasonably possible, the Acquisition, the Purchaser Share Issuance and the other transactions contemplated hereby. (b) In connection with and without limiting the generality of Section 5.01(a), Purchaser shall take, and Purchaser and Seller shall use reasonable best efforts to cause the Company to take, any and all steps necessary to avoid or eliminate every impediment under any antitrust, competition, foreign investment or trade regulation Law that may be asserted by any Governmental Entity so as to enable the parties hereto to close the Acquisition, the Purchaser Share Issuance and the other transactions contemplated hereby as promptly as practicable practicable, and in any event prior to the Outside Date. Notwithstanding the foregoing, nothing in this Section 5.01(b) shall require, or be construed to require, Purchaser or any of its affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the date hereof Closing Date, any assets, businesses or interests of Purchaser or any of its affiliates, other than in any immaterial respect; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, or interests which, in the case of sub-clauses (i) and (ii) of this Section 5.01(b), could reasonably be expected to result in a Purchaser Material Adverse Effect or materially and adversely impact the economic or business benefits to Purchaser or any of its affiliates of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement. Purchaser shall, including (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(but in no event later than 30 business days after the date of this Agreement), waiversmake the appropriate filing(s) pursuant to the Competition Act. Purchaser and Seller shall use their reasonable best efforts to cause the Company to assist in the making of such filing. Purchaser shall consult and seek the opinion of Seller and the Company in preparing such filing and keep Seller informed of any material developments and communications with the CCI, licensesincluding on the progress of the CCI filing, ordersas soon as reasonably practicable. Purchaser shall, registrationsand Purchaser and Seller shall use reasonable best efforts to cause the Company to, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not (but in limitation no event later than 30 business days after the date of the foregoing, each Party hereto agrees to (Athis Agreement) make an appropriate and complete filing any other competition, merger control, antitrust or similar Law of a Notification and Report Form pursuant any jurisdiction that are applicable to the HSR Act Acquisition or the Purchaser Share Issuance (“Non-Indian Antitrust Laws”), with respect to the transactions contemplated hereby within seven by this Agreement. Each of Purchaser and Seller shall, and Purchaser and Seller shall use reasonable best efforts to cause the Company to, (7i) Business Days of promptly provide all information or documents required for preparing the date of this Agreement and (B) not enter into any agreement filing with the U.S. Federal Trade Commission CCI and other filings required to be made pursuant to Non-Indian Antitrust Laws, (ii) promptly provide all information requested by any Governmental Entity (including the “FTC”CCI) in connection with the Acquisition, the Purchaser Share Issuance or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to (iii) take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under the HSR Competition Act and Non-Indian Antitrust Laws and not extend such waiting period or enter into any legally binding commitment or other Antitrust Law as soon as possiblecontract or agreement with any Governmental Entities not to consummate any of the transactions contemplated hereby, except with the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned; provided that no party hereto shall be required pursuant to this Section 5.01(b) to commit to or effect any action that is not conditioned upon the consummation of the Acquisition, the Purchaser Share Issuance or the other transactions contemplated hereby. (bc) Each In connection with and without limiting the generality of Purchaser Section 5.01(a), unless prohibited by applicable Law or by the applicable Governmental Entity, Seller and Purchaser, as applicable, shall, and Seller shall, until and Purchaser shall use reasonable best efforts to cause the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust LawCompany to, (iA) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep promptly notify the other Party and/or its counsel informed party of any communication received by such Party from, or given by such Party party or any of its affiliates to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other PersonPerson relating to the matters that are the subject of this Agreement, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (ivB) permit the other Party and/or its counsel party to review in advance any submission, filing or proposed communication by such party (and documents submitted therewithits advisors) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser , (C) deliver complete and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided accurate copies to the other under this Section 6.3(bparty of all filings, submissions, correspondence and other written communications (and memoranda setting forth the substance thereof) as “Antitrust Counsel Only Material.” Such materials between it and its affiliates and their respective representatives, on the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shallone hand, and shall cause its Affiliates toany Governmental Entity or members of any Governmental Entity’s staff, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court other hand, with respect to this Agreement and the transactions contemplated by this Agreement by hereby, subject to redaction of competitively sensitive information, valuation material or information subject to attorney-client privilege, and consider in good faith the FTCviews of the other party in connection with such communications, (D) unless such party has consulted with the DOJ other party, not participate in or attend any other applicable meeting, or engage in any substantive conversation with, any Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated hereby without the other party, (E) to the extent reasonably practicable, give the other party reasonable prior notice of any such meeting or conversation, (F) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party reasonably apprised with respect thereto, and (G) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this AgreementAgreement and the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity. (d) Without limiting Notwithstanding anything to the contrary in the foregoing, Purchaser and Seller shall by mutual agreement determine and direct the strategy and process (including all timing, substantive matters and decisions to propose, negotiate, commit to or effect any action) by which the parties will seek to cause the expiration or termination of the applicable waiting periods under the Competition Act and Non-Indian Antitrust Laws and the expiration or termination of any other obligation under this Agreement, during applicable waiting periods and the period from the date receipt of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval Consents required in connection with the transactions contemplated hereby (including all elements of any Proceeding and any communications with Governmental Entities). If Seller and Purchaser initially disagree upon any such proposed strategy or process, Seller and Purchaser agree to work together in good faith to resolve the disagreement and endeavor to implement such strategy or process in a mutually acceptable manner; provided that to the extent that a disagreement is unresolved after good faith discussions between Seller and Purchaser, the implementation of such strategy or process will be controlled by this Agreement, or to prevent or materially delay or impede the consummation Purchaser after full consideration of the transactions contemplated hereinviews of Seller. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser the Company and Seller Parent shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof the transactions contemplated by of this Agreement, including (i) preparing and filing, in consultation with the other Parties, as promptly as practicablereasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, all necessary applicationsproper or advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any Governmental Entity Authority or other Third Party, in order each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (collectivelyincluding the Station Disposition) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). (b) In connection with the Merger and the other transactions contemplated hereby, to the extent requested by Parent, the Parties shall use their reasonable best efforts to consummate the disposition of the Company Stations identified on Section 7.1(b) of the Parent Disclosure Letter in the manner set forth on Section 7.1(b) of the Parent Disclosure Letter and such contracts and assets related thereto as shall be reasonably determined by Parent (such disposition, the “Governmental ApprovalsStation Disposition”) and (ii) as promptly as practicable taking all steps as may be necessary ), whether or not such dispositions are necessary, proper or advisable to obtain all the approvals, consents, registrations, permits, authorizations and other confirmations otherwise required to be obtained from any Governmental Authority to consummate and make effective the Merger. Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such Governmental Approvalsagreements and documents, necessary or appropriate to facilitate the Station Disposition. Parent shall be entitled to direct, in consultation with the Company, the process for the Station Disposition. Notwithstanding anything to the contrary contained in this Section 7.1(b), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Station Disposition, unless such Station Disposition is contingent upon the Closing. (c) To the extent requested by Parent, the Company shall and shall cause its Subsidiaries to, assign the options under option agreements with the Company Sharing Companies and their equityholders to one or more of Parent’s Affiliates or other designees of Parent, and take such other actions reasonably requested by Parent to cause one or more of the Company Stations licensed to a Company Sharing Company and subject to a Sharing Agreement with the Company or its Subsidiaries to be acquired by one or more of Parent’s Affiliates or other designees, as applicable (each such assignment and/or acquisition, a “Sharing Station Acquisition”). Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate each Sharing Station Acquisition. Notwithstanding anything to the contrary contained in this Section 7.1(c), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Sharing Station Acquisition, unless such Sharing Station Acquisition is contingent upon the Closing. (d) In furtherance and not in limitation of the foregoing, each Party hereto agrees of Parent and the Company shall (i) make, as promptly as reasonably practicable appropriate filings of Notification and Report Forms pursuant to (A) make an appropriate the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and complete filing the Company of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Merger shall be made within seven (7) 10 Business Days of the date of this Agreement Agreement, unless a later date is agreed to in writing by both Parent and the Company and (Bii) not enter into any agreement make, as promptly as reasonably practicable, the FCC Applications with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not respect to consummate the transactions contemplated by this Agreement, except ; provided that the FCC Applications with respect to the prior written consent Merger shall be made within 20 Business Days of the other Partydate of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Until Each of the Closing, each Party Company and Parent shall substantially comply supply as promptly as practicable with and advisable any request for additional information or and documentary material that may be made requested pursuant to the HSR Act or any other Antitrust Law foregoing, and use its commercially reasonable efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and Parent shall each request early termination of the waiting period with respect to the Merger, the Stations Divestitures and any Sharing Station Acquisitions under the HSR Act. The Company and Parent shall each pay 50% of the filing fees payable under the HSR Act and any other Antitrust Law as soon as possible. (b) Each FCC filing fees by the Company, Parent and each of Purchaser and Seller shalltheir Subsidiaries relating to the Merger, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for irrespective of whether the transactions contemplated by this Agreement under are consummated. (e) Except as prohibited by applicable Law or Order, each of Parent and the HSR Act or any other Antitrust Law, Company shall (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party; (ii) keep , including by allowing the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by to have a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the reasonable opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation comment on drafts of the businesses of Seller. Purchaser filings and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.submissions,

Efforts. (a) Subject to the terms The Company, Parent and conditions herein provided (including Section 6.12)Merger Sub shall, until the Closing each of Purchaser and Seller shall use commercially reasonable efforts to promptly cause their respective Affiliates to, take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and any applicable Laws to consummate and make effective as promptly as practicable after in the date hereof most expeditious manner possible the transactions contemplated by this Agreement, including (i) preparing Transactions and to cause the conditions to the Transactions set forth in Article VII to be satisfied as promptly as practicable, including using all necessary applications, notices, petitions, filings, ruling requests, and other documents and efforts to obtain accomplish the following as promptly as practicable reasonably practicable: (i) the preparation and filing of all consentsforms, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations registrations and clearances necessary notifications to or advisable with any Governmental Authority required to be obtained from any Governmental Entity in order filed to consummate the transactions contemplated by this Agreement (collectivelyTransactions, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation satisfaction of the foregoingconditions to consummating the Transactions, each Party hereto agrees to (Aiii) make an appropriate and complete filing taking of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, Order or approval of, waiver or any exemption by, any Governmental Authority required to be obtained or made by the applicable waiting periods under Company, Parent or Merger Sub or any of their respective Subsidiaries in connection with the HSR Act Transactions or the taking of any action contemplated by this Agreement, and (iv) defending any lawsuits or other Antitrust Law as soon as possiblelegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions. (b) Each Parent and the Company shall each keep the other apprised of Purchaser the status of matters relating to the completion of the Transactions and Seller shall, until the Closing work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Authority undertaken pursuant to the actions referenced in provisions of this Section 6.3(a) 6.6. In that regard, prior to obtain all Governmental Approvals for the transactions contemplated by Closing, each party shall promptly consult with the other parties to this Agreement under with respect to and provide any necessary information and assistance as the HSR Act other ​ parties may reasonably request with respect to (and, in the case of correspondence, provide the other parties (or their counsel) with copies of) all notices, submissions or filings made by or on behalf of such party or any of its Affiliates with any Governmental Authority or any other Antitrust Lawinformation supplied by or on behalf of such party or any of its Affiliates to, (i) cooperate in all respects with each other or correspondence with, any Person in connection with this Agreement and the Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement, and if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any communicationcommunication from or to any Governmental Authority regarding the Transactions, filing and permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication or submission and with any such Governmental Authority. No party or any of its Affiliates shall participate in any meeting or teleconference with any Governmental Authority in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep this Agreement and the Transactions unless it consults with the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other parties in advance of any meeting or telephone call with the FTCand, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted not prohibited by the FTCsuch Governmental Authority, the DOJ or such other Governmental Entity or other Person, give gives the other Party and/or its counsel parties the opportunity to attend and participate in such meetings thereat. Notwithstanding the foregoing, Parent and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and SellerCompany may, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b6.6(b) as “Antitrust Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser Parent or Sellerthe Company, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of . Notwithstanding anything to the covenants of the Parties contrary contained in Sections 6.3(a) and 6.3(b)this Section 6.6, each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers materials provided pursuant to this Section 6.36.6 may be redacted (i) to remove references concerning the valuation or future plans of the Company and the Transactions, (ii) as necessary to comply with existing contractual obligations and (iii) as necessary to address reasonable privilege concerns; provided, that a party redacting materials shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure of such information not in violation of any applicable Law, existing contractual obligation, or privilege.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser the parties hereto shall (and Seller shall use commercially reasonable efforts to cause each of their respective Affiliates to) promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, notices, notifications, petitions, applications, reports and other and filings and the taking of all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents from third parties, (iii) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (iv) the execution and delivery of any additional instruments necessary, proper or advisable to consummate, and to fully carry out the purposes of the transactions contemplated by this Agreement; provided, that in no event shall either the Company or Parent or any of their respective Subsidiaries be required to pay prior to the First Effective Time any fee, penalty or other consideration to any third party for any Consent required for or triggered by the consummation of the transactions contemplated by this Agreement under any contract or agreement or otherwise. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, Parent and each Merger Sub shall (i) promptly, but in no event later than 30 Business Days after the date of this Agreement, file any and all notification and report forms to the COFECE and the IFT required under applicable Law with respect to the Mergers and the other transactions contemplated by this Agreement, and take all other actions necessary to cause the expiration or termination of any applicable waiting periods under applicable Law as soon as practicable after the date of this Agreement, (ii) take all actions with CFIUS as may be advisable under applicable Law to obtain Completion of the CFIUS Process with respect to the transactions contemplated by this Agreement, including (A) promptly, but in no event later than 10 Business Days after the date of this Agreement, jointly providing notification to CFIUS of the execution of this Agreement, (B) promptly, and in no event later than 10 Business Days after the Closing, submitting a draft CFIUS Joint Voluntary Notification to CFIUS, (C) submitting a final Joint Notice to CFIUS after promptly resolving all comments to the draft CFIUS Joint Voluntary Notification from CFIUS and (D) in the case of a CFIUS Declaration, submitting a CFIUS Joint Voluntary Notification if CFIUS so requests or informs the parties that it is not able to conclude action under Section 721 with respect to the Mergers and the other transactions contemplated by this Agreement on the basis of such CFIUS Declaration, (iii) cooperate with each other in (A) determining whether any other filings are required to be made with, or Consents are required to be obtained from, or with respect to, any third parties or Governmental Entities, including under other applicable Antitrust Laws and/or in connection with the Company Approvals and Parent Approvals, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) promptly making all such filings and timely obtaining all such Consents, (iv) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity, including responding to any request for information from CFIUS in the applicable timeframe set forth in 31 C.F.R. Part 800, subject to any extensions of such time that may be granted by CFIUS staff upon request of a party to the Joint Notice, and (v) other than with respect to the STB Final Approval, which is discussed in Section 5.8(c), take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreementhereby, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps such further action as may be necessary to obtain all resolve such objections, if any, as any state antitrust enforcement authorities, CFIUS, or any other Governmental Entity or other Person may assert under any Law (including in connection with the Company Approvals and Parent Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Mergers so as to enable the Closing to occur as soon promptly as possible (and in any event no later than practicable after the Outside Date)date of this Agreement, including (xA) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture divestiture, license, hold separate or disposition of such businessesany and all of the share capital or other equity interest, product lines assets (whether tangible or assets intangible), products or businesses of Purchaser Parent and its Affiliates and/or the members Subsidiaries or of the Alkali GroupCompany and its Subsidiaries, and (yB) otherwise taking or committing to take any actions that after the Closing Date would limit Purchaser’s, its Affiliates and/or Parent’s or its Subsidiaries’ (including the Second Surviving Corporation’s) freedom of action with respect to, or its or their ability to operate and/or retain, one or more of their Subsidiaries’ (including the Second Surviving Corporation’s) assets (whether tangible or intangible), products, or businesses, product lines in each case as may be required in order to avoid the entry of, or assets to effect the dissolution of, any injunction, temporary restraining order or other order that would otherwise have the effect of Purchaser and/or preventing or delaying the members Closing; provided, that neither the Company nor any of the Alkali Groupits Subsidiaries shall be required to become subject to, and (z) agreeing or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, selllicense, hold separate or otherwise dispose of, hold separateor to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or its Subsidiaries only from and after the First Effective Time in the event that the Closing occurs. Notwithstanding the foregoing, other than with respect to the STB Final Approval, which is discussed in Section 5.8(c), nothing in this Section 5.8 shall be deemed to require Parent or any of its Affiliates to take any action, or commit to take any action action, or agree to any condition or restriction in connection with obtaining any Parent Approvals that limits its freedom of action would reasonably be expected to have a Parent Material Adverse Effect with respect toto Parent and its Subsidiaries, or Purchaser’s or Purchaser’s taken as a whole, after giving effect to the Mergers (measured on a scale relative to the Company and its Subsidiaries’ ability , taken as a whole). Except as otherwise permitted under this Agreement (including pursuant to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (xauthority granted to Parent under Section 5.8(e)), the Company, Parent and each Merger Sub shall not (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its their Subsidiaries and Affiliates not to, ) take or agree to take any action that would be reasonably be expected likely to prevent or materially delay the Parties Closing. In the event that any information in the filings submitted pursuant to this Section 5.8(b) or any such supplemental information furnished in connection therewith is deemed confidential by either party, the parties shall maintain the confidentiality of the same, and the parties shall seek authorization from the applicable Governmental Entity to withhold such information from public view. (c) In furtherance and not in limitation of the other covenants of the parties contained in this Section 5.8: (i) each of Parent and the Company shall, as promptly as practicable, file the appropriate and necessary documentation for the approval of the Mergers and the transactions contemplated hereby (the “STB Approval Application”) with the STB, and shall use its reasonable best efforts to (x) make such filing within thirty (30) days after the date of this Agreement and (y) obtain, as promptly as practicable, the final and non-appealable approval or exemption by the STB of the Mergers and the other transactions contemplated hereby pursuant to 49 U.S.C. § 11323 et seq. (the “STB Final Approval”); (ii) each of Parent and the Company shall use their reasonable best efforts to (A) prosecute all such filings and other presentations made, and promptly make any subsequent filings or presentations, with the STB with diligence, (B) diligently oppose any third party’s objections to, appeals from or petitions to reconsider or reopen any approval, opinion, exemption or other authorization obtained from the STB, and (C) take all such further action as in the reasonable judgment of Parent and the Company may facilitate obtaining the STB Final Approval; and (iii) each of Parent and Company shall promptly furnish any information requested by CFIUS prior to filing of the draft CFIUS Joint Voluntary Notification and/or Joint Notice with CFIUS, including information relating to the Voting Trust Transaction. (d) The Company, Parent and each Merger Sub shall cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other actions pursuant to this Section 5.8(d), and, subject to applicable legal limitations and the instructions of any Governmental Entity, the Company, on the one hand, and Parent and each Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly informing and furnishing the other with copies of notices or other communications received or given by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from or to any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, the Company, on the one hand, and Parent and each Merger Sub, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity (except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. Section 800.502(c)(5)(vi) or that otherwise is requested by any Governmental Entity to remain confidential from the other parties); provided, that materials may be redacted (i) to remove references concerning the valuation of the businesses of the Company and its Subsidiaries, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.8 in a manner so as to preserve the applicable privilege. Each of the Company, Parent and the Merger Subs agrees not to initiate or agree to participate in any meeting or discussion, either in person or by telephone or videoconference, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (e) Subject to the obligations of this Section 5.8, Parent shall, acting reasonably, devise and implement the strategy and timing for obtaining any Governmental Approval Consents required under any applicable Law in connection with the transactions contemplated by this AgreementAgreement and Parent shall, or to prevent or materially delay or impede for the consummation avoidance of doubt, have the final authority over the development, presentation and conduct of the transactions contemplated herein. (e) Until STB case. Parent shall take the Closing, Purchaser agrees to provide such security lead in all meetings and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by communications with any Governmental Entity whose consent in connection with obtaining such Consents; provided, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategy and timing. The Company and its Subsidiaries shall not initiate any such discussions or approval is sought proceedings with any Governmental Entity, or take or agree to take any actions, restrictions or conditions with respect to obtaining any Consents in connection with the Mergers and the other transactions contemplated herebyby this Agreement without the prior written consent of Parent. (f) Subject to Section 5.17(a), applicable Law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in each caseits sole discretion, as soon as including to reflect changes requested by the STB or CFIUS; provided, that (i) prior to the First Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written consent of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably practicablebe expected to have a material and adverse effect on the STB Voting Trust Approval, and (ii) whether prior to or after the First Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written consent of the Company if such modification or amendment would reasonably be expected to materially increase the liability exposure of the board of directors of the Second Surviving Corporation under applicable Law. Whether No power of the Second Surviving Corporation, Parent or any of its Affiliates provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. (g) In furtherance and not in limitation of the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity other covenants of the parties contained in order to obtain any consents, approvals or waivers pursuant to this Section 6.35.8, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of the Company, Parent and the Merger Subs shall cooperate in all respects with each other and shall contest and resist any such Action or proceeding and to have vacated, lifted, reversed or overturned any Action, decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergers and the other transactions contemplated by this Agreement.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.125.03(b), until the Closing each of Purchaser and Seller Party shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement advisable, to the extent permitted by Applicable Law, to cause the conditions in Article VII to be satisfied and applicable Laws to consummate and make effective the Transactions as promptly as practicable and in any event prior to the End Date, including making, as soon as reasonably practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicablehereof, all necessary applicationsregistrations, declarations, notices, petitionsreports, filingssubmissions, ruling requestsapplications or other filings (collectively, “Filings”) to or with, and other documents and using reasonable best efforts to obtain as promptly as practicable all consents, approvals, waivers, licenses, orders, registrations, approvals, permits, rulingsfranchises, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement Orders (collectively, the “Governmental ApprovalsConsents”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such of, Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material Entities that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions are necessary, proper or advisable to cause consummate the expiration or termination Transactions. In addition, each of the applicable waiting periods under the HSR Act Titanium and any other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) Silver shall use reasonable best efforts to obtain all Consents of Persons other than Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided Entities that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and are necessary, may reasonably designate any competitively sensitive material proper or advisable to be provided to consummate the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupTransactions; provided, however, that any action contemplated by none of Titanium, Silver nor any of clauses (x)their respective Subsidiaries shall be required to make, (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or commit or agree to take make, any action that would reasonably be expected to prevent concession or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreementpayment to, or incur any liability to, any such non-Governmental Entity to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide obtain any such security Consent. The Parties shall supply as promptly as reasonably practicable any additional information and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as documentary material that may be reasonably requested by any Governmental Entities, including in connection with any of the foregoing Filings or to determine whether any such Filings are necessary, proper or advisable to consummate the Transactions. (b) In furtherance of Section 5.03(a), (i) each of Silver and Titanium shall defend any Action commenced by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated herebyTransactions and (ii) Silver shall take or cause to be taken, in each casedo or cause to be done, as soon as reasonably practicable. Whether propose, negotiate, commit to, agree to and effect (A) the sale, divestiture, lease or not the Sale is consummatedother disposition of any assets, Purchaser shall be responsible for all filing fees and payments to businesses or properties of Silver or Titanium or any Governmental Entity in order to obtain of their respective Subsidiaries, (B) any consents, approvals or waivers pursuant to this Section 6.3.other action,

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser the Company and Seller Parent shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof the transactions contemplated by of this Agreement, including (i) preparing and filing, in consultation with the other Parties, as promptly as practicablereasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, all necessary applicationsproper or advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any Governmental Entity Authority or other Third Party, in order each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (collectivelywhether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the “consummation of the Merger pursuant to Article VIII); provided, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require (or be deemed to require) Parent or any of its Affiliates to agree to or accept (nor shall the Company or any of its Subsidiaries, without Parent’s prior written consent, agree to or accept) any obligation, restriction, requirement, limitation, divestiture, condition, remedy or other action imposed by a Governmental Approvals”Authority that would reasonably be expected to result in a material adverse effect on the financial condition, properties, assets and liabilities (considered together), business or results of operation of the Surviving Corporation (assuming the consummation of the Merger) and its Subsidiaries, taken as a whole (iiany such obligation, restriction, requirement, limitation, divestiture, condition, remedy or other action, a “Burdensome Condition”). (b) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to of Parent and the Company, including, as necessary, the respective Affiliates of each, shall (Ai) make make, as promptly as reasonably practicable, and in any event within fifteen (15) Business Days of the date of this Agreement, an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement and (ii) make, as promptly as reasonably practicable, and in any event within seven twenty-five (725) Business Days of the date of this Agreement and (B) not enter into Agreement, each in a materially complete form, any agreement filing that may be required with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent Authority. Each of the other Party. Until the Closing, each Party Company and Parent shall substantially comply supply as promptly as reasonably practicable with any request for additional information or and documentary material that may be made pursuant requested by any Governmental Authority and necessary to obtain approval, consent, registration, a permit, authorization or other confirmation from such Governmental Authority and furnish to the HSR Act or any other Antitrust Law such necessary information and use its commercially reasonable efforts to take all assistance as the other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing may reasonably request in connection with the actions referenced preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including providing financial information and certificates as well as personal information of senior management or directors of the Company or Parent, as applicable, and making individuals with appropriate seniority and expertise of the Company or Parent, as applicable, available to participate in Section 6.3(adiscussions or hearings). (c) to obtain all Governmental Approvals for Except as prohibited by applicable Law or Order, each of Parent and the transactions contemplated by this Agreement under Company, including, as necessary, the HSR Act or any other Antitrust Lawrespective Affiliates of each, shall (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding Proceeding initiated by a private party; , including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions (except documents or portions thereof for which confidential treatment has been requested or given), (ii) keep promptly inform the other Party and/or its counsel informed of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, any Governmental Authority, including the FTCFederal Trade Commission or the Antitrust Division of the Department of Justice, the DOJ or any other U.S. or other Governmental Entity and of any material communication received or given in connection with any proceeding Proceeding by a private party, in each case regarding any of the transactions contemplated hereby; by this Agreement, (iii) if practicable, consult with each other prior to taking any material position with respect to the filings under the HSR Act or in advance of any meeting discussions with or telephone call with the FTC, the DOJ or filings to be submitted to any other Governmental Entity orAuthority, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review and discuss in advance advance, and consider in good faith the views of the other (to the extent timely communicated) in connection with, any submissionanalyses, filing or communication presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and documents submitted therewithits counsel) intended with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to be given by it to this Agreement or the FTCtransactions contemplated hereby, including under the DOJ or any other Governmental Entity; provided HSR Act, provided, however, that materials may be redacted or provided on an outside counsel only basis as necessary to address reasonable privilege or confidentiality concerns (including with respect to other businesses of the Parent, its Subsidiaries and any other Affiliates or stockholders of Parent or the Company), and to remove references concerning the valuation of the businesses of Seller. Purchaser Company and Sellerits Subsidiaries, as each deems advisable or Parent and necessaryits Subsidiaries, may reasonably designate any and other competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselmaterial. (cd) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent, including, as necessary, the respective Affiliates of each, shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (e) In furtherance and not in limitation of the covenants of foregoing, Parent and the Parties contained in Sections 6.3(a) and 6.3(b), Company shall each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned overturned, any decree, judgment, injunction or other orderOrder, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on consummation of the Merger and the other transactions contemplated hereby. (f) To the extent that any consent, approval or before the Outside Date, including defending through litigation on the merits waiver of a Third Party (other than any claim asserted in any court Governmental Authority) is required with respect to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval Contract in connection with the transactions contemplated by this Agreement (each, a “Third Party Consent”), the Company and Parent shall cooperate with each other and use their respective reasonable best efforts to obtain such Third Party Consent as promptly as practicable after the date of this Agreement, ; provided that nothing in this Agreement shall require the Company to make any payment or to prevent or materially delay or impede the consummation deliver anything of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments value to any Governmental Entity Third Party in order to obtain any consentsThird Party Consent. Parent shall reasonably cooperate with the Company in connection with obtaining such Third Party Consents, approvals including by making its Representatives reasonably available to meet with such Third Parties by telephone or waivers pursuant in person during normal business hours as reasonably requested by the Company, and shall reasonably cooperate to this Section 6.3provide such documentation or information as is required by any such Third Parties as promptly as practicable.

Efforts. (a) Subject to the terms and conditions herein provided set forth in this Agreement (including Section 6.125.8(c)), until the Closing each of Purchaser and Seller the parties hereto shall use commercially their reasonable best efforts to promptly (and shall cause each of their respective Affiliates to) take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, notices, notifications, petitions, applications, reports and other filings and the taking of all steps as promptly as practicable after may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the date hereof obtaining of all necessary Consents from third parties, (iii) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement, or seeking to prohibit or delay the Closing and (iv) the execution and delivery of any additional instruments necessary, proper or advisable to consummate, and to fully carry out the purposes of the transactions contemplated by this Agreement; provided, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act that solely with respect to approvals from third parties other than from Governmental Entities and other than under Railroad Laws or Antitrust Laws as provided in this Section 5.8, in no event shall either the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) Company or the U.S. Department of Justice (the “DOJ”) Parent or any other Governmental Entity not of their respective Subsidiaries be required to consummate the transactions contemplated by this Agreementpay any fee, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation penalty or other inquiry, including consideration to any proceeding initiated third party for any Consent required for or triggered by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this AgreementAgreement under any contract or agreement or otherwise. (db) Without limiting any other obligation under this Agreementthe foregoing, during but subject to the period from terms and conditions herein (including Section 5.8(c)), the Company, Parent and each Merger Sub shall (i) promptly, but in no event later than six (6) months after the date of this Agreement until Agreement, file the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection Application with the transactions contemplated by this AgreementSTB (provided, however, that if the STB issues an order or to prevent or otherwise implements a regulatory change that materially delay or impede impedes the consummation filing of the transactions contemplated herein. (e) Until Application, the ClosingCompany, Purchaser agrees to provide such security Parent and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.Merger

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser and Seller shall party will use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement and applicable Laws to consummate and make effective as promptly soon as practicable after the date hereof the transactions contemplated by this Agreementhereof, including including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicablepracticable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, and authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, including the “Governmental Approvals”financing thereof) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvalswaiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals; provided, however, that efforts in connection with the Financing and the Required Indebtedness, other than notices and applications with State Regulators required in connection with the Financing and the Required Indebtedness, shall be governed by Section 7.11 and not this Section 7.3. In furtherance and not in limitation of the foregoing, each Party party hereto agrees to (A) to make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within seven (7) Business Days 40 calendar days after the execution of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply and to supply as promptly as practicable with any request for additional information or and documentary material that may be made requested pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, (B) to file all applications required to be filed with the FCC within 40 calendar days after the execution of this Agreement, (C) to file all notices and applications with State Regulators within 30 Business Days after the execution of this Agreement, (D) to file timely notices, submissions, draft agreements and amendments, or agreement termination proposals with the Team Telecom Agencies and DSS, (E) to file in a timely manner all notifications and filings required under any foreign antitrust laws, including, if applicable the EUMR, as promptly as practicable, (F) to file, as promptly as practicable, all appropriate filings, notices, applications, agreement termination proposals, or similar notifications or documents required or advisable in order to obtain such approvals of the Team Telecom Agencies, DSS, and any other Antitrust Law Government Entity as soon as possiblerequired under applicable industrial security regulations and (G) make all filings required under applicable foreign investment regulations, including, if Parent determines appropriate after consultation with the Company, to CFIUS. (b) Each of Purchaser Parent and Seller the Company shall, until the Closing in connection with the actions efforts referenced in Section 6.3(a7.3(a) to obtain all Governmental Approvals waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act Act, the Communications Act, the Cable Landing License Act, or any other Antitrust LawRegulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith); (ii) keep promptly inform the other Party and/or its counsel informed party of any communication received by such Party party from, or given by such Party party to, the FTCAntitrust Division of the Department of Justice (the “DOJ”), the DOJ or Federal Trade Commission (the “FTC”), the FCC, any other U.S. or other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; by this Agreement, and (iii) if practicablepermit the other party to review any communication it gives to, and consult with each other in advance of any meeting substantive telephone call, or telephone call conference with the DOJ, the FTC, the DOJ FCC, or any such other Governmental Entity or, in connection with any proceeding by a private party, with any or other Personperson, and to the extent permitted by the DOJ, the FTC, the DOJ FCC, or such any other applicable Governmental Entity or other Person, give the other Party party and/or its counsel the opportunity to attend and participate in such meetings meetings, substantive telephone calls and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submissionconferences, filing or communication (and documents submitted therewith) intended to be given by it to the FTCprovided, the DOJ or any other Governmental Entity; provided however, that materials may be redacted (A) to remove references concerning the valuation of Parent, the businesses Company or any of Sellertheir Subsidiaries, (B) as necessary to comply with contractual arrangements in effect prior to the date hereof, (C) as necessary to address reasonable privilege or confidentiality concerns, and (D) as necessary to address reasonable privilege concerns, and to remove personal and confidential information provided in connection with CFIUS and/or FOCI review. Purchaser Parent and Sellerthe Company may, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b7.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.in

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until Parent, on the Closing one hand, and each of Purchaser the Company and Seller the Manager, on the other hand, shall cooperate with the other and use commercially and shall cause their respective Subsidiaries to use its reasonable best efforts to promptly (i) take, or cause to be taken, all actions appropriate actions, and to do, or cause to be done, all things things, necessary, proper or advisable under this Agreement to cause the conditions to the Closing to be satisfied as promptly as practicable (and applicable Laws in any event no later than the Outside Date) and to consummate and make effective as promptly as practicable after effective, in the date hereof most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable, practicable all documentation to effect all necessary applicationsfilings, notifications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, ordersstatements, registrations, submissions of information, applications and other documents, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, rulings, authorizations and clearances necessary or advisable to be obtained other confirmations from any Governmental Entity in order Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (iiiii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation defend any Proceedings challenging this Agreement or the consummation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days by this Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not parties to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possiblehereby. (b) Each of Purchaser and Seller the parties hereto shall, until the Closing in connection with the actions referenced in Section 6.3(a) and shall cause their respective Subsidiaries to, use its reasonable best efforts to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other party in connection with any communication, filing or submission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other party a reasonable opportunity to review and comment thereon, and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding Proceeding initiated by a private party; Person, and (ii) keep promptly inform the other Party and/or its counsel informed party of (and supply to the other party) any written communication received by such Party party from, or given by such Party to, the FTC, the DOJ or party to any other U.S. or other Governmental Entity Authority and of any material written communication received or given in connection with any proceeding Proceeding by a private partyPerson, in each case regarding any of the transactions contemplated hereby; (iii) if practicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, consult with each other in advance of any meeting or telephone call with the FTCwork product doctrine, the DOJ joint defense privilege or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers privilege pursuant to this Section 6.36.6 in a manner so as to preserve the applicable privilege.

Efforts. (a) Subject to the terms and conditions herein provided (set forth in this Agreement, including Section 6.12)5.5 and the other provisions of this Section 5.3, until the Closing Seller and Purchaser shall reasonably cooperate with each of Purchaser other and Seller use (and shall use commercially cause their respective Affiliates to use) their respective reasonable best efforts to promptly take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on their part under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement as promptly soon as practicable after the date hereof (including, for the transactions contemplated by this Agreementavoidance of doubt, including obtaining the Consent Order). (b) Without limiting the generality of Section 5.3(a), (i) preparing unless otherwise agreed in writing by the Parties, Purchaser shall file as promptly as practicable, but in any event no later than fifteen (15) Business Days after the date hereof, all necessary applications, notices, petitions, filings, ruling requests, reports and other documents filings (or drafts thereof where applicable) and shall use its reasonable best efforts to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, permits and authorizations and clearances necessary or advisable to be obtained from under any Governmental Entity Foreign Antitrust Laws in order to consummate the transactions contemplated by this Agreement (collectivelyAgreement, the “Governmental Approvals”) and (ii) Purchaser shall prepare and provide as promptly as practicable taking all steps documentation requested by the FTC in connection with its review of Purchaser as an acceptable purchaser of the Business, the terms of this Agreement or the terms of any of the Ancillary Agreements. (c) Subject to applicable Laws relating to the exchange of information, Purchaser and Seller shall have the right to review in advance, and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Purchaser or Seller or the Business, as the case may be necessary to obtain all such be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental ApprovalsEntity in connection with the transactions contemplated by this Agreement. In furtherance exercising the foregoing rights, Seller and not in limitation Purchaser shall act reasonably and as promptly as practicable. (d) Without limiting the generality of the foregoing, Purchaser shall take, and cause its Affiliates to take, any and all actions reasonably necessary to make any filings, or obtain the Consent Order and any other consents, clearances or approvals, in each Party hereto agrees case, that are required under or in connection with any Antitrust Law to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to consummate the transactions contemplated hereby within seven prior to the Outside Date including contesting, defending and appealing any Action, threatened or pending preliminary or permanent injunction or other Order, decree or applicable Law that would adversely affect the ability of any Party to consummate the transactions contemplated hereby or by any Ancillary Agreement and taking any and all other actions to prevent the entry, enactment or promulgation thereof, in each case, if and only to the extent reasonably necessary. (7e) Business Days Purchaser will not take, or cause to be taken by any of its Affiliates, any actions or do, or cause to be done by any of its Affiliates, any things that would be reasonably likely to delay the obtaining of the date of this Agreement and (B) not enter into any agreement with Consent Order, the U.S. Federal Trade Commission (the “FTC”) Closing or the U.S. Department of Justice (the “DOJ”) Burgundy Closing or to cause any other Governmental Entity not to consummate object to the transactions contemplated by this Agreement, except with any Ancillary Agreement, the prior written consent Burgundy Merger Agreement or any Ancillary Burgundy Agreement, including acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant business similar to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possibleBusiness. (bf) Each If staff of the Bureau of Competition of the FTC (or the Director of the Bureau of Competition of the FTC with respect to any material provisions of this Agreement or any Ancillary Agreement) notifies Seller or Burgundy that this Agreement or any of the Ancillary Agreements is not an acceptable manner of divesting the Transferred Assets and the proposed Consent Order is being withheld pending modification of the terms or provisions of this Agreement or any Ancillary Agreement, as applicable, subject to Section 5.3(i), Seller and Purchaser shall reasonably seek to modify this Agreement as may be necessary to satisfy the FTC. (g) Subject to applicable Laws, Purchaser and Seller shall, until upon request by the Closing other, furnish Seller, Burgundy or Purchaser, as applicable, with all information concerning itself, its Affiliates, directors, officers or equityholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the actions referenced any statement, filing, notice or application made (or to be made) by or on behalf of Purchaser, Seller, Burgundy or any of their respective Affiliates to any Governmental Entity in Section 6.3(a) to obtain all Governmental Approvals for connection with the transactions contemplated by this Agreement under or any Ancillary Agreement, including with respect to the HSR Act Consent Order or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep . Notwithstanding the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity orforegoing, in connection with any proceeding by a private partythe performance of each Party’s respective obligations, with any other Person, Seller and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Sellermay, as each deems advisable and determines is reasonably necessary, may reasonably designate any competitively sensitive material to be provided to the other under pursuant to this Section 6.3(b5.3(g) as “Antitrust Outside Counsel Only Material.” Only”. Such materials and the information contained therein shall be given only to the outside antitrust legal counsel of the recipient and will not be disclosed by such outside counsel to employeesdirectors, officers or directors employees of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser Seller or SellerPurchaser, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.3(g), materials provided to the other Parties or their counsel may be redacted to remove references concerning the valuation of the Business or information otherwise not germane to regulatory review. (ch) In furtherance Subject to applicable Laws and not in limitation the instructions of any Governmental Entity, Seller and Purchaser shall keep the other apprised of the covenants status of matters relating to consents, clearances, approvals or authorizations of any Governmental Entity of the Parties contained in Sections 6.3(a) and 6.3(b)transactions contemplated by this Agreement or the Burgundy Merger Agreement, each including promptly furnishing the other with copies of Purchaser and notices or other communications received by Seller shallor Purchaser, and shall cause its Affiliates to, until as the Closing, use its commercially reasonable efforts to (i) avoid the entry ofcase may be, or any of their respective Affiliates, from any Governmental Entity with respect to have vacatedsuch consents, liftedclearances, reversed approvals or overturned any decree, judgment, injunction authorizations (except that no copies of such notices or other ordercommunications will be required to be furnished to the extent they relate exclusively to the Burgundy Merger Agreement). Neither Seller nor Purchaser shall permit any of their respective Affiliates, whether temporary, preliminary officers or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted other Representatives to participate in any court meeting (other than purely administrative phone calls) with any Governmental Entity in respect of any consents, clearances, approvals, authorizations, filings, investigation or other inquiry with respect to the transactions contemplated by this Agreement unless such Party consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the FTCother Party the opportunity to attend and participate thereat. (i) Notwithstanding the foregoing or anything to the contrary in this Agreement, the DOJ (i) nothing in this Agreement shall require (A) Seller or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing Purchaser or its Affiliates to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit agree to take any action that limits its freedom of action with respect to, to its business or Purchaser’s operations unless the effectiveness of such agreement or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. Closing, or (dB) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause Seller or its Subsidiaries and Affiliates not to, to take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions is not contemplated by this Agreement, other than any action that is reasonably required by, or to prevent any condition of or materially delay or impede other term reasonably imposed by, the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought FTC in connection with or arising out of the transactions contemplated herebyConsent Order, in each case, as soon as reasonably practicable. Whether or not (ii) the Sale is consummated, Purchaser rights and obligations of the Parties under this Agreement with respect to the transfer of the Transferred Registrations shall be responsible for governed by Section 5.20 and the Transition Services Agreement (and not this Section 5.3), (iii) the rights and obligations of the Parties under this Agreement with respect to Third-Party Consents shall be governed by Section 5.5 (and not this Section 5.3), and (iv) all costs incurred in connection with obtaining any consents or approvals or taking any other action required by this Section 5.3 (including making any filing or application), including any filing fees and payments under Antitrust Laws or with respect to any Governmental Entity in order to obtain any consentsof the Transferred Registrations, approvals or waivers pursuant to this Section 6.3shall be borne by Purchaser.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, and to satisfy all conditions to, the Offer, the Merger and the other transactions contemplated hereby and to cause Merger Sub to purchase the Shares pursuant to the Offer on the earliest possible date following the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, including (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated hereby (iv) the taking of all actions reasonable and necessary to obtain the Debt Financing and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent or Merger Sub be required, and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or their respective Subsidiaries pursuant to this Section 6.6 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of third parties or Governmental Entities, that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company and its Subsidiaries (including after the Closing Date, the Surviving Company and its Subsidiaries) taken as a whole, in each case measured on a scale relative to the Company and its Subsidiaries taken as a whole (a “Materially Burdensome Condition”); provided that, if requested by Parent, the Company will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (b) Subject to the terms and conditions herein provided (including Section 6.126.6(a)) and without limiting the foregoing, until the Closing each of Purchaser Company and Seller Parent shall (i) promptly, but in no event later than eight (8) Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer and the Merger and the other transactions contemplated hereby and use commercially reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, provided that Parent and Company may agree to modify the timing of the Notification and Report Form filing status of Parent or Company to the extent that they mutually agree that doing so may expedite the HSR Act review, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required or advisable, in the reasonable judgment of Parent, to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) promptly takemaking all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable additional information or documents that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take promptly, or cause to be takentaken promptly, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof Offer, the Merger and the other transactions contemplated by this Agreementhereby, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps such further action as may be necessary to obtain all resolve such Governmental Approvals. In furtherance and not in limitation objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the foregoingUnited States Department of Justice, each Party hereto agrees to (A) make an appropriate or competition authorities of any other jurisdiction for which, in the reasonable judgment of Parent, consents, permits, authorizations, waivers, clearances, approvals and complete filing expirations or terminations of a Notification and Report Form pursuant to the HSR Act waiting periods are required or advisable with respect to the transactions contemplated hereby within seven (7) Business Days of Offer, the date of this Agreement Merger and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to such transactions so as to enable the Closing to occur as soon as reasonably possible (and to enable the Offer Closing to occur as soon as reasonably possible and in any event no later than the Outside End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture or disposition of such businesses, product lines any assets or assets businesses of Purchaser and Parent or its Affiliates and/or the members Subsidiaries or of the Alkali Group, Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing would limit Purchaser’s, its Affiliates and/or Date limits the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) freedom of action with respect to, or its or their ability to operate and/or retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets of Purchaser and/or assets, in each case as may be required in order to avoid the members of the Alkali Group, and (z) agreeing to divest, sell, dispose entry of, hold separateor to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Offer Closing or the Closing or delaying the Offer Closing beyond the End Date, provided that the Company will only be required to take or commit to take any action that limits its freedom such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (c) Subject to applicable legal limitations and the instructions of action any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Offer, the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed communication to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retainincluding any filings with, any Governmental Entity, and confer in good faith to resolve any disagreement as to their strategy for communicating with any Governmental Entity or third party regarding any Regulatory Law. Each of the businessesCompany and Parent agrees not to participate in any substantive meeting or discussion, product lines either in person or assets by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Any such disclosures, rights to participate or provisions of Purchaser and/or information by one party to the members other may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (d) Subject to Section 6.6(a), in furtherance and not in limitation of the Alkali Groupcovenants of the parties contained in this Section 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding; provided, however, that (subject to the following sentence) the Company shall control the defense and settlement of any action contemplated by any of clauses (x), (y) and (z) is conditioned upon stockholder litigation against the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause Company and/or its Subsidiaries and Affiliates not to, take or agree directors relating to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement; provided, further, however, that the Company’s counsel shall be reasonably acceptable to prevent Parent, the Company shall not take any significant positions relating any such litigation without consulting Parent in advance, and the Company shall consult with Parent with respect to litigation strategy on a regular basis. The Company agrees that it shall not settle any litigation commenced after the date of this Agreement against the Company or materially delay any of its directors or impede the consummation executive officers by any stockholder of the transactions Company relating to this Agreement, the Offer, the Merger, or any other transaction contemplated hereinhereby, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. (e) Until the ClosingFor purposes of this Agreement, Purchaser agrees to provide such security “Regulatory Law” means any and assurances as to financial capabilityall state, resources federal and creditworthiness foreign statutes, rules, regulations, Orders, administrative and judicial doctrines and other information about Purchaser and its Affiliates as may be reasonably requested by Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity whose consent Entity, or approval is sought that otherwise may cause any restriction, in connection with the Offer, the Merger and the other transactions contemplated hereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation. (f) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, provide all cooperation that is necessary, customary or advisable and reasonably requested by Parent to assist Parent in each casethe arrangement of any third party debt financing for the purpose of financing the Offer and/or the Merger, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments expenses incurred in connection therewith, and the other transactions contemplated hereby (the “Debt Financing”) (it being understood that the receipt of such Debt Financing is not a condition to the Offer or the Merger), including: (i) participating in meetings, presentations and due diligence sessions and (ii) assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with the Debt Financing; provided, however, that (x) nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the Company’s business or (B) require the Company to agree to pay any Governmental Entity in order fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to obtain the Effective Time for which it is not promptly reimbursed or simultaneously indemnified and (y) any consents, approvals or waivers pursuant to this Section 6.3documentation executed by the Company of any of its Subsidiaries shall not become effective until the consummation of the Closing.

Efforts. (a) Subject to Each of the terms and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller parties shall use commercially its reasonable best efforts to promptly taketake promptly, or cause to be taken, all actions actions, and to dodo promptly, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement to obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, or expirations or terminations of waiting periods as may be required by any law or Governmental Entity. (b) Parent and applicable Laws to consummate and make effective as promptly as practicable the Company shall promptly, but in no event later than ten (10) Business Days after the date hereof the transactions contemplated by this Agreementhereof, including file (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable cause to be obtained from filed) any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) make an appropriate and complete filing of a required Notification and Report Form pursuant to Forms under the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days Merger; Parent and the Company shall request early termination of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to applicable waiting period under the HSR Act or any other Antitrust Law Act, and use its commercially their reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act Act, and shall supply to the Antitrust Division of the United States Department of Justice (“Antitrust Division”) or the United States Federal Trade Commission (“FTC”) as promptly as reasonably practicable any other additional information or documents that may be requested pursuant to any Law or by the Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act Division or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties parties contained in Sections 6.3(a) and 6.3(bthis Section 5.6, but subject to the limitations set forth in Section 5.6(d), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) each of the Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, vacated or lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; End Date and (ii) Parent shall use its reasonable best efforts to avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon promptly as possible (and in any event no later than the Outside End Date), including (x) including, in the case of Parent, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser Parent or the Company and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ Parent’s freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or Parent or the members Company. (d) Notwithstanding anything to the contrary in this Section 5.6, the parties hereto understand and agree that neither Parent nor any of its Subsidiaries shall be required, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) sell, divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the Alkali Groupforegoing) with respect to any of the businesses, and assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (zii) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action actions that limits its after the Closing would limit Parent’s freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ its ability to operate or retain, any of the businesses, product lines assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates if the aggregate net effect of all such sales, divestitures, dispositions, actions or commitments referred to in clauses (i) and (ii) would be material to the Company and its Subsidiaries, taken as a whole (it being understood that if any such actions are proposed with respect to the assets or business of Purchaser and/or Parent, “material” shall be determined as if such assets or business were owned by the members Company). (e) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other material actions pursuant to this Section 5.6, and, subject to applicable legal limitations and the instructions of any Governmental Entity, Parent and the Company shall keep each other apprised on a current basis of the Alkali Groupstatus of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other material communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that any action contemplated by any materials may be redacted (i) to remove references concerning the valuation of clauses (x)the businesses of the Parent, or proposals from third parties with respect thereto, (yii) as necessary to comply with contractual agreements, and (ziii) is conditioned upon as necessary to address reasonable privilege or confidentiality concerns. Parent and the consummation of the transactions contemplated Company agree not to participate in any substantive meeting or discussion, either in person or by this Agreement. (d) Without limiting any other obligation under this Agreementtelephone, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining with any Governmental Approval Entity in connection with the proposed transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection unless it consults with the transactions contemplated herebyother party in advance and, in each caseto the extent not prohibited by such Governmental Entity, as soon as reasonably practicable. Whether or not gives the Sale is consummated, Purchaser shall be responsible for all filing fees other party the opportunity to attend and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3participate.

Efforts. (a) Subject to the terms and conditions herein provided of this Agreement (including Section 6.127.03), until the Closing each of Purchaser Parent and Seller the Company shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Law or Order to consummate and make effective the Transactions as promptly as practicable after the date hereof the transactions contemplated by this Agreementreasonably practicable, including (i) preparing and filing as promptly as practicablereasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, all necessary applicationsproper or advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any Governmental Entity in order Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the transactions contemplated by Transactions (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to ARTICLE 8); provided, however, that none of the Company, its Subsidiaries nor any of their respective Representatives shall provide notice to, or request consent from, any Third Party with respect to this Agreement or the Transactions without the prior written consent of Parent (collectivelysuch consent not to be unreasonably withheld or delayed). (b) In furtherance, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees of Parent and the Company shall make, as promptly as reasonably practicable after the date of this Agreement (and in any event within fifteen (15) Business Days of the date of this Agreement in the case of the following clause (i) and within 30 days of the date of this Agreement in the case of the following clauses (ii), (iii) and (iv) (unless counsel to the Parties have previously agreed to extend such periods)), (Ai) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Transactions, (ii) an appropriate filing of a Notification of the Transactions with the German Federal Cartel Office (“Bundeskartellamt”) as prescribed by the ARC, (iii) a notification to The Federal Antimonopoly Service of the Russian Federation pursuant to FLN 135 (the jurisdictions referenced in clauses (ii) and (iii), the “Required Jurisdictions”) and (iv) a filing of a joint voluntary notice with CFIUS under Exon-▇▇▇▇▇▇ with respect to the Transactions. The draft voluntary notice shall be delivered to CFIUS as reasonably practicable after the date of this Agreement (and in any event within seven thirty (730) Business Days days of the date of this Agreement Agreement), and then as promptly as reasonably practicable and, in any event, within ten (B10) not enter into any agreement Business Days of CFIUS notification that the draft filing meets all requirements of 31 C.F.R. § 800.402 of the regulations and is, accordingly, complete, the parties shall jointly file the voluntary notice with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions CFIUS as contemplated by this Agreement, except with 31 C.F.R. § 800.401(a). Each of Parent and the prior written consent of the other Party. Until the Closing, each Party Company shall substantially comply use reasonable best efforts to supply as promptly as practicable with any request for additional information or and documentary material that may be made reasonably requested pursuant to the HSR Act or any other Antitrust Law foregoing, and use its commercially reasonable best efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of (and not to extend) the applicable waiting periods under regarding the HSR Act and any other Antitrust Law foregoing as soon as possiblereasonably practicable. (bc) Each Except as prohibited by applicable Law or Order or by applicable Governmental Authority, each of Purchaser Parent and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) Company shall use reasonable best efforts to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party; , (ii) keep promptly inform the other Party and/or its counsel informed of (and if in writing, supply to the other Party) any communication (other than any ministerial communications) received by such Party from, or given by such Party to, the FTCFederal Trade Commission, the DOJ Antitrust Division of the Department of Justice, CFIUS or any other U.S. or other Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; Transactions, (iii) if practicable, consult with each other prior to taking any material position in advance discussions with or filings to be submitted to any Governmental Authority regarding any of any meeting or telephone call with the FTCTransactions, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review and discuss in advance advance, and consider in good faith the views of the other in connection with, any submissionanalyses, filing or communication presentations, memoranda, briefs, arguments, opinions, proposals and litigation to be submitted to any Governmental Authority regarding any of the Transactions, and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and documents submitted therewithits counsel) intended with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to be given by it this Agreement or the Transactions. Notwithstanding anything to the FTCcontrary herein, Parent shall, on behalf of the DOJ Parties, have control over and lead all communications and strategy, including all analyses, presentations, memoranda, briefs, arguments, opinions, proposals and litigation, relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority in connection with consummating the Transactions, except for stockholder litigation as set forth in Section 7.08. The Parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other Governmental Entity; provided that materials may be redacted privilege pursuant to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) 7.01 in a manner so as “Antitrust Counsel Only Material.” Such materials and to preserve the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselapplicable privilege. (cd) In furtherance and not in limitation of Unless prohibited by applicable Law or Order or by the covenants of the Parties contained in Sections 6.3(a) and 6.3(bapplicable Governmental Authority or arbitrator (public or private), each of Purchaser Parent and Seller shall, and the Company shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid to the entry ofextent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority or arbitrator (public or private) in respect of the Transactions (including with respect to have vacatedany of the actions referred to in Section 7.01(a)) without the other, lifted(ii) to the extent reasonably practicable, reversed give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority or arbitrator (public or private) from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Party reasonably apprised with respect thereto. (e) Subject to Section 7.01(f), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Transactions. Without limiting the generality of the foregoing, but subject to Section 7.01(f), each Party: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party in connection with the Transactions; (ii) shall use reasonable best efforts to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or Contract, request by a Governmental Authority or arbitrator (public or private), or otherwise) by such Party in connection with the Transactions; and (iii) shall use reasonable best efforts to lift or cause to be overturned any decree, judgmentrestraint, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court with respect legal bar to the transactions contemplated by Transactions. (f) Notwithstanding anything to the contrary contained in this Agreement by the FTCSection 7.01 or elsewhere in this Agreement, the DOJ neither Parent nor Merger Sub shall have any obligation under this Agreement: (i) to commence or any other applicable Governmental Entity or any private partythreaten to commence litigation; and (ii) avoid to agree to hold separate, divest, license or eliminate each and every impediment under cause a third party to purchase (or cause any Antitrust Law so as of its Subsidiaries to enable the Closing agree to occur as soon as possible (and in hold separate, divest, license or cause a third party to purchase) any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such its respective businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Groupassets; or (iii) to agree to any condition or limitation contemplated in this Section 7.01, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect towould, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in to, have a Parent Material Adverse Effect. (g) In connection with obtaining the transactions contemplated by CFIUS Approval, and notwithstanding anything to the contrary in this Agreement, neither Parent nor Merger Sub shall have any obligation to agree to any mitigation measure or condition requested by CFIUS or any other Governmental Authority where such measure or condition could reasonably be expected to prevent be materially adverse to the business or materially delay or impede the consummation financial condition of the transactions contemplated hereinCompany or Parent or could reasonably be expected to materially reduce the benefits to Parent of the Merger. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms The Company, Parent and conditions herein provided (including Section 6.12), until the Closing each of Purchaser and Seller Merger Sub shall use commercially reasonable best efforts to promptly (i) take, or cause to be taken, all actions appropriate action and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the date hereof execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and in any event not later than three (3) Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (B) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, (iv) cause the satisfaction of all conditions within its control set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including in each case until the issuance of a final, nonappealable Order, (ivi) preparing seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and file as promptly as practicable, practicable all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Third Party or any Governmental Entity in order to consummate the Merger or the other transactions contemplated by this Agreement Agreement, (collectively, the “Governmental Approvals”viii) and (ii) as promptly as practicable taking take all reasonable steps as may be necessary to obtain all such Governmental Approvals. In furtherance consents and not approvals, and (ix) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in limitation connection therewith, with respect to this Agreement and the Merger required under any other applicable Law; provided, however, that in no event shall anything in this Agreement require, or be construed to require, the Company, Parent, Merger Sub or any of their respective affiliates, or permit the foregoingCompany or any Company Subsidiary or any of their respective affiliates, each Party hereto agrees to (A) make an appropriate undertake any efforts, or to take or consent to any action, including those described in this Section 5.4(a), if such efforts, action or consent, individually or in the aggregate, would result in a material adverse effect on the business, condition (financial or otherwise), assets or results of operations of the Company and complete filing of the Company Subsidiaries, taken as a Notification and Report Form pursuant whole, prior to the HSR Act Effective Time, (B) take any actions, including the actions described in this Section 5.4(a), with respect to Parent, its affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (C) take or agree to take any action with respect to its business or operations in connection with obtaining approvals from any Governmental Entity, unless the effectiveness of such agreement or action is conditioned upon the occurrence of the Closing. No party to this Agreement shall consent to any delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Parent and Merger Sub shall not, except as may be consented to in advance in writing by the Company, directly or indirectly through one or more of its affiliates, acquire any Person or material assets thereof or interest therein, if such acquisition would reasonably be expected to cause a delay beyond the Outside Date or prevent the consummation of the Merger. (b) Without limiting the generality of anything contained in this Section 5.4, each party hereto shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Entity with respect to the transactions contemplated hereby within seven (7) Business Days Merger or any of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed parties notified as to the status of any communication received by such Party fromrequest, or given by such Party toinquiry, the FTCinvestigation, the DOJ or any other U.S. action or other Proceeding, (iii) promptly notify the other parties of any oral or written communication to or from any Governmental Entity and of any communication received regarding the Merger or given in connection with any proceeding by a private party, in each case regarding any of the other transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; this Agreement and (iv) permit promptly provide to the other Party and/or parties copies of any written communications received or provided by such party, or any of its counsel Subsidiaries, from or to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it Governmental Entity with respect to the FTC, the DOJ Merger or any other Governmental Entitytransactions contemplated by this Agreement; provided that materials may be redacted to remove references concerning Parent and the valuation of the businesses of Seller. Purchaser and SellerCompany may, as each deems reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser Parent or Sellerthe Company, as the case may be) or its legal counsel. (c) In furtherance . Each party hereto will consult and not in limitation of cooperate with the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court parties with respect to and provide any necessary information and assistance as the other parties may reasonably request with respect to all notices, submissions, or filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement or any transactions contemplated by this Agreement by and will permit the FTC, other parties to review and discuss in advance and consider in good faith the DOJ or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members views of the Alkali Groupother parties in connection with any filing, (y) otherwise taking analysis, appearance, presentation, memorandum, brief, argument, opinion or committing to take actions that after proposal made or submitted in connection with the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, Merger or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the other transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement. In addition, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates except as may be reasonably requested prohibited by any Governmental Entity whose consent or approval is sought by any applicable Law, in connection with any such request, inquiry, investigation, action or other Proceeding other than the matters contemplated by Section 5.11, in connection with or related to the Merger or the other transactions contemplated hereby, each party hereto will consult with the other parties in advance and give the other parties or their authorized representatives the opportunity to be present at each casemeeting or teleconference relating to such request, as soon as reasonably practicable. Whether inquiry, investigation, action or not the Sale is consummatedother Proceeding and to have access to and be consulted in connection with any document, Purchaser shall be responsible for all filing fees and payments opinion or proposal made or submitted to any Governmental Entity in order connection with such request, inquiry, investigation, action or other Proceeding. Notwithstanding anything to obtain the contrary herein, Parent and Company shall jointly control all aspects of the parties’ efforts to gain regulatory clearance either before any consents, approvals Governmental Entity or waivers in any action brought to enjoin the transactions contemplated hereby pursuant to any Competition Law, and shall consult and cooperate with one another, and consider in good faith the views of one another in doing so (c) Nothing contained in this Section 6.3Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company prior to the consummation of the Merger. Prior to the Effective Time, the Company shall exercise, subject to the terms and conditions of this Agreement, control over its business operations.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)provided, until the Closing each of Purchaser and Seller Sellers shall each use commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) make an appropriate all submissions and complete filing of a Notification and Report Form pursuant to filings under the HSR Act with respect to the transactions contemplated hereby within seven ten (710) Business Days of the date of this Agreement and Agreement, (B) make all other required filings pursuant to other any applicable Law or other legal restraint designed to govern competition, trade regulation, or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the U.S. United States Federal Trade Commission (the “FTC”) or the U.S. United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other PartyParties (which shall not be unreasonably withheld, conditioned or delayed). Until the Closing, each Each Party shall substantially comply supply as promptly as practicable with any request for additional information or documentary material documentation that may be made requested pursuant to the HSR Act or any other Antitrust Law and use its commercially 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller Sellers shall, until the Closing in connection with the actions referenced in Section 6.3(a5.2(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party Parties and/or its their respective counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Personperson, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Personperson, give the other Party Parties and/or its their counsel the opportunity to attend and participate in such meetings and telephone callsconferences; and (iv) permit the other Party Parties and/or its their counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation . Each of the businesses Purchaser and Sellers shall consult with each other and consider in good faith the views of Sellerthe other party prior to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Entity relating to any Antitrust Law with respect to the transactions contemplated hereby, provided, however, that the final determination as the appropriate course of action shall be reasonably made by Purchaser. Purchaser and SellerSellers, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b5.2(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or SellerSellers, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(aSection 5.2(a) and 6.3(bSection 5.2(b), Purchaser, Sellers and the Company shall each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including by (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such any of the businesses, product lines or assets of Purchaser and or its Subsidiaries or Affiliates and/or (including the members other portfolio companies under common control with Affiliates of Purchaser) or the Alkali GroupTransferred Entities (collectively, the “Subject Assets”), (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates ’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupSubject Assets, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s its Subsidiaries’ freedom of action with respect to, or its or their ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali GroupSubject Assets; provided, however, that (1) any action contemplated by any of clauses (x), (y) and (z) is may be conditioned upon the consummation of the transactions contemplated by this Agreement and (2) Purchaser shall not be obligated to take any action contemplated by clauses (x), (y) and (z) that, individually or in the aggregate, would be reasonably likely to result in a material adverse impact on Purchaser and its Subsidiaries taken as a whole or on the Transferred Entities taken as a whole. It shall not be deemed a failure to satisfy the conditions specified in Section 8.1(a) if, as a result of any suit brought by any Person or Governmental Entity challenging the transactions contemplated by this Agreement as violating any Antitrust Law, a court enters or the applicable Governmental Entity makes an order or decree permitting the transactions contemplated by this Agreement, but requiring that any of Subject Assets be divested or held separate by Purchaser, or that would otherwise limit Purchaser’s freedom of action with respect to, or its ability to operate and retain, the Subject Assets. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, none of Purchaser shall notnor Sellers shall, and shall cause its Subsidiaries and controlled Affiliates not toto not, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to its financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates (substantially similar in nature to those provided by Sellers to such parties prior to Closing) as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.35.2; provided, however, that each Party shall be responsible for its own costs and expenses to defend the transaction during any investigation or litigation.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser and Seller the parties hereto shall use commercially its reasonable best efforts to, and shall assist and cooperate with the other parties, to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to (i) consummate and make effective as promptly as practicable after the date hereof Merger and the other transactions contemplated by this Agreementhereby, including (iii) preparing as promptly as practicable, all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consentsnecessary actions or nonactions, waivers, licensesconsents, orders, registrationsclearances, approvals, permitsand expirations or terminations of waiting periods, rulingsincluding the Company Approvals and the Parent Approvals, authorizations from Governmental Entities and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) make such registrations and (ii) as promptly as practicable taking all steps filings as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtain as promptly as practicable of all such Governmental Approvals. In furtherance necessary consents, approvals or waivers from third parties, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and not in limitation of the other transactions contemplated hereby and (v) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, each Party hereto agrees to the Company and Parent shall (Ai) make an appropriate promptly after the date hereof, file any and complete filing of a all Notification and Report Form pursuant to Forms required under the HSR Act with respect to the Merger and the other transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreementhereby, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing Governmental Entities in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by execution and delivery of this Agreement under and the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any consummation of the transactions contemplated hereby; hereby and (y) as promptly as practicable making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) if practicable, consult with each other in advance of supply to any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity oras promptly as practicable any additional information or documents that may be requested pursuant to any Regulatory Law or by such Governmental Entity, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit use reasonable best efforts to take as promptly as practicable, or cause to be taken as promptly as practicable, such other actions as may be necessary, proper or advisable to consummate and make effective the Merger and the other Party and/or its counsel transactions contemplated hereby, to review in advance any submissionresolve such objections, filing or communication (and documents submitted therewith) intended to be given by it to if any, as the FTCUnited States Federal Trade Commission, the DOJ Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Governmental Entity; provided that materials person may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other assert under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court Regulatory Law with respect to the Merger and the other transactions contemplated by this Agreement by the FTChereby, the DOJ or any other applicable Governmental Entity or any private party; and (ii) to avoid or eliminate each and every any impediment under any Antitrust Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions ; provided that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect no party shall become subject to, or its consent or agree to any requirement, condition, understanding, agreement or order of a Governmental Entity, unless such requirement, condition, understanding, agreement or order is binding on such party only in the event that the Closing occurs; and, provided, further, that nothing in this Agreement, or any “reasonable best efforts” standard generally, shall be deemed to require Parent to proffer to, or agree to, or to permit the Company to proffer to or agree to, with respect to assets or businesses of Parent, the Company or any of their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divestrespective Subsidiaries, sell, divest, lease, license, transfer, dispose of, hold separate, of or otherwise take encumber or commit hold separate or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any action that limits its freedom of action the foregoing actions) or to agree to any changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect toto the stock of the Surviving Corporation, if and to the extent that any such conduct, action or agreement would be reasonably likely to result in any adverse term, condition, limitation or effect that would be material (measured on a scale relative to the Company and its Subsidiaries taken as a whole) to Parent, the Company or the Surviving Corporation (such adverse term, condition, limitation or effect a “Materially Burdensome Regulatory Condition”). (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or Purchaser’s or Purchaser’s any of their respective Subsidiaries’ ability , from any third party and/or any Governmental Entity with respect to operate or retainsuch transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the businessesCompany and Parent agrees not to participate in any substantive meeting or discussion, product lines either in person or assets of Purchaser and/or by telephone, with any Governmental Entity in connection with the members of proposed transactions unless it consults with the Alkali Group; providedother party in advance and, howeverto the extent not prohibited by such Governmental Entity, that any action contemplated by any of clauses (x), (y) gives the other party the opportunity to attend and (z) is conditioned upon the consummation of the transactions contemplated by this Agreementparticipate. (d) Without limiting any other obligation under For purposes of this Agreement, during the period from the date of this Agreement until the Closing Date“Regulatory Law” means any and all state, Purchaser shall notfederal and foreign statutes, rules, regulations, Orders, administrative and shall cause its Subsidiaries judicial doctrines and Affiliates not other Laws requiring notice to, take filings with, or agree to take any action that would reasonably be expected to prevent the consent, clearance or delay the Parties from obtaining approval of, any Governmental Approval Entity, or that otherwise may cause any restriction, in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of Merger and the transactions contemplated herein. thereby, including (ei) Until the Closing▇▇▇▇▇▇▇ Act of 1890, Purchaser agrees the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to provide such security and assurances as to financial capabilityprohibit, resources and creditworthiness and other information about Purchaser restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership, control or operation of any of the operations or assets of the Company and its Affiliates as may be reasonably requested by Subsidiaries, including those relating to money transmitting or (iii) any Governmental Entity whose consent or approval is sought in connection Law with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether purpose of protecting the national security or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to national economy of any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3nation.

Efforts. (a) Subject to Upon the terms and subject to the conditions herein provided set forth in this Agreement (including Section 6.126.5(b)), until the Closing each of Purchaser and Seller the Parties shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after effective, in the date hereof most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including hereby. Without limiting the generality of the foregoing: (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) make an appropriate Parent and complete filing of a Notification Merger Sub shall each use its reasonable best efforts to cause the conditions set forth in Section 7.1 and Report Form pursuant Section 7.3 to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement be satisfied or fulfilled, and (B) not enter into any agreement with the U.S. Federal Trade Commission Company and each Shareholder shall each use its reasonable best efforts to cause the conditions set forth in Section 7.1 and Section 7.2 to be satisfied or fulfilled; (the “FTC”ii) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take obtain all other actions necessary, proper or advisable Consents under any Contracts or Permits to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing which a Party is a party in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, Related Agreements and the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any consummation of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance hereby and thereby so as to maintain and preserve the benefits under such Contracts and Permits following the consummation of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; hereby and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Groupthereby; provided, however, that except as expressly provided in Article VII, no such consents shall constitute conditions to Closing; (iii) each Party shall use its reasonable best efforts to obtain all necessary Consents and other actions or non-actions and Decrees from Governmental Entities, seek the expiration or termination of all applicable waiting periods under Antitrust Laws, and make all necessary registrations, declarations and filings with Governmental Entities necessary to consummate and make effective the Merger and the other transactions contemplated hereby; provided, however, that except as expressly provided in Article VII, no such consents, actions, non-actions or Decrees shall constitute conditions to Closing; and (iv) each Party shall execute or deliver any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of additional instruments reasonably necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to Upon the terms and subject to the conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser and Seller shall party hereto agrees to use commercially reasonable efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective effective, as soon as possible following the date hereof, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts in (a) causing each of the conditions to the Merger set forth in Article VIII to be satisfied as promptly as practicable after the date hereof of this Agreement, (b) the obtaining of all necessary actions, non-actions, waivers, consents and approvals from Governmental Entities, including the HSR approval contemplated by Section 7.4 (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (c) the obtaining of all required consents, approvals or waivers from third parties, (d) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, all necessary applications, notices, petitions, filings, ruling requests, and seeking to have any stay or temporary restraining order entered by any court or other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order vacated or reversed, (e) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement Agreement, (collectively, the “Governmental Approvals”f) and no later than two (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (72) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not prior to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply providing reasonably detailed documentation calculating Enzon’s Cash on Hand as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.3(a) and 6.3(b), each of Purchaser and Seller shall, and shall cause its Affiliates to, until the Closing, use its commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (iig) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise refraining from taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreementimpede, or to interfere with, prevent or materially delay or impede the consummation of the transactions contemplated hereinMerger. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other Transactions and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions; provided, however, that in no event shall the Company, Parent or any their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party (other than, with respect to Parent and Merger Sub, any filing fees, to any Governmental Entity) for any consent or approval required for the consummation of the Transactions under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, Parent and Merger Sub shall (including Section 6.12)i) promptly, until but in no event later than ten (10) Business Days after the Closing each of Purchaser date hereof, file any and Seller shall all required notification and report forms under the HSR Act with respect to the Merger and the other Transactions, and use commercially their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use their reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (y) making all such filings and timely obtaining all such consents, permits, authorizations or approvals as promptly as practicable, (iii) use their reasonable best efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity and (iv) take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this AgreementTransactions, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps such further action as may be necessary to obtain all resolve such Governmental Approvals. In furtherance and not in limitation objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Law (other than with respect to any stockholder litigation or claim related to this Agreement, the foregoing, each Party hereto agrees to (AMerger or the other Transactions) 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 seven Transactions, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (7and in any event no later than the Termination Date), including (x) Business Days proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates’ or of the date of this Agreement Company or its Subsidiaries and (By) not enter into otherwise taking or committing to take any agreement with actions that after the U.S. Federal Trade Commission Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the “FTC”Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the U.S. Department Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of Justice preventing or delaying the Closing (any such action, a “Remedial Action”); provided that neither Parent, the “DOJ”Company nor any of their respective Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of Parent, the Company or any of their respective Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on Parent, the Company or any of their respective Subsidiaries only in the event that the Closing occurs. Parent and Merger Sub shall not (and shall cause their Subsidiaries and Affiliates not to) take or agree to take any action with respect to the Carve-Out Transaction or any other Governmental Entity not arrangement with respect to consummate the transactions contemplated by this Agreement, except Carve-Out Buyer or any of its Affiliates (individually or in conjunction with the prior written consent Carve-Out Buyer or any of the other Party. Until its Affiliates) that would be reasonably likely to prevent or materially delay the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (bc) Each of Purchaser The Company, Parent and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) Merger Sub shall cooperate in all respects and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions, and any communicationother material actions pursuant to this Section 7.3, filing or submission and, subject to applicable legal limitations and in connection the instructions of any Governmental Entity, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with any investigation copies of notices or other inquirymaterial communications received by the Company or Parent, including as the case may be, or any proceeding initiated by a private party; (ii) keep of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such Transactions. Subject to applicable Law relating to the exchange of information, the Company, on the one hand, and Parent and Merger Sub, on the other Party and/or its hand, shall permit counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give for the other Party and/or its counsel the party reasonable opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, filing or communication (and any documents submitted therewith) intended therewith to be given by it to the FTC, the DOJ or any other Governmental Entity; provided provided, however, that materials may be redacted (x) to remove references concerning the valuation of the businesses of Seller. Purchaser the Company and Sellerits Subsidiaries, or proposals from third parties with respect thereto, (y) as each deems advisable necessary or appropriate to address reasonable privilege concerns or reasonable confidentiality concerns relating to proprietary or commercially sensitive information regarding Parent and necessary, may reasonably designate any competitively sensitive material to be its operations; provided that Parent shall contemporaneously provide summaries to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust Company’s counsel of the recipient information redacted pursuant to this subclause (y). Each of the Company, Parent and will Merger Sub agrees not be disclosed to participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited or required otherwise by such outside counsel Governmental Entity, gives the other party the opportunity to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or Seller, as the case may be) or its legal counselattend and participate. (cd) In furtherance and not in limitation of the covenants of the Parties parties contained in Sections 6.3(athis Section 7.3, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) and 6.3(b)challenging any Transaction as violative of any Law, each of Purchaser the Company, Parent and Seller shallMerger Sub shall cooperate in all respects with each other and, and subject to Section 7.3(b), shall cause its Affiliates to, until the Closing, use its commercially their respective reasonable best efforts to (i) avoid the entry of, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrainis in effect and that prohibits, prevent prevents, delays or delay restricts consummation of the Closing on or before Merger and the Outside Date, including defending through litigation on other Transactions. Notwithstanding the merits any claim asserted in any court with respect to the transactions contemplated by this Agreement by the FTC, the DOJ foregoing or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition provision of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this Agreement. (d) Without limiting any other obligation under this Agreement, during the period from the date of nothing in this Section 7.3 shall limit a party’s right to terminate this Agreement until the Closing Date, Purchaser shall not, and shall cause its Subsidiaries and Affiliates not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to Section 9.1(b) or Section 9.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 6.37.3 in all material respects.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)set forth in this Agreement, until the Closing each of Purchaser and Seller the parties hereto shall use its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to promptly taketake promptly, or to cause to be taken, all actions actions, and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under to consummate the Transaction and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, including the Regulatory Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and the Buyer shall (i) use commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and applicable Laws the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including but not limited to approvals from the Food and Drug Administration (the "REGULATORY APPROVALS"), (ii) use commercially reasonable efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate the Transaction and make effective the other transactions contemplated hereby, including taking all such further action as promptly reasonably may be necessary to resolve such objections, if any, by any Governmental Entity in connection with the Regulatory Approvals, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the Transaction and the other transactions contemplated hereby so as practicable after to enable the date hereof Closing to occur as soon as reasonably possible (and in any event no later than the End Date), (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including (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, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees to (A) 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 seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable with any request for additional information or documentary material that may be made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable 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 Antitrust Law as soon as possible. (b) Each of Purchaser and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) if practicable, consult with each other in advance of any meeting or telephone call with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by Law promptly furnishing the FTC, the DOJ or such other Governmental Entity with true and complete copies of notices or other Person, give communications sent or received by the other Party and/or its counsel Company or the opportunity to attend and participate in such meetings and telephone calls; and (iv) permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Seller. Purchaser and Seller, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance in writing from the source of the materials (Purchaser or SellerBuyer, as the case may be, to or from any third party and/or any Governmental Entity with respect thereto, and permit the other to review in advance any proposed communication by such party to any supervisory or Governmental Entity and (iv) give the other reasonable notice of, and, to the extent permitted by such Governmental Entity, allow the other to attend and participate at any meeting with any Governmental Entity in respect of any filings, investigation or its legal counselother inquiry or proceeding relating thereto. The Company and the Buyer shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. (c) In Subject to the rights of the Buyer in SECTION 6.8, and in furtherance and not in limitation of the covenants of the Parties parties contained in Sections 6.3(athis SECTION 6.5, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) and 6.3(b)challenging the Transaction or any other transaction contemplated by this Agreement, each of Purchaser the Company and Seller shall, the Buyer shall cooperate in all respects with each other and shall cause its Affiliates to, until the Closing, use its their respective commercially reasonable efforts to (i) avoid the entry of, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrainis in effect and that prohibits, prevent prevents or delay restricts consummation of the Closing on or before the Outside Date, including defending 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 Transaction or any other applicable Governmental Entity transactions contemplated hereby. Notwithstanding the foregoing or any private other provision of this Agreement, nothing in this SECTION 6.5 shall limit a party; and 's right to terminate this Agreement pursuant to SECTION 8.1(b)(i) or (ii) avoid or eliminate each and every impediment so long as such party has, prior to such termination, complied with its obligations under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the consummation of the transactions contemplated by this AgreementSECTION 6.5. (d) Without limiting any other obligation under For purposes of this Agreement, during the period from the date of this Agreement until the Closing Date"REGULATORY LAW" means any and all state, Purchaser shall notfederal and foreign statutes, rules, regulations, orders, decrees, administrative and shall cause its Subsidiaries judicial doctrines and Affiliates not other Laws requiring notice to, take filings with, or agree to take any action that would reasonably be expected to prevent the consent or delay the Parties from obtaining approval of, any Governmental Approval Entity, or that otherwise may cause any restriction, in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of Transaction and the transactions contemplated herein. thereby, including (ei) Until any Law governing the Closing, Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates as may be reasonably requested by direct or indirect ownership or control of any Governmental Entity whose consent of the operations or approval is sought in connection assets (including the Acquired Assets) of the Company or (ii) any Law with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether purpose of protecting the national security or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to national economy of any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3nation.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12)of this Agreement, until the Closing each of Purchaser the Company and Seller Parent shall use commercially its reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under this Agreement and applicable Laws Law or Order to consummate and make effective as promptly as practicable after the date hereof Merger and the other transactions contemplated by this AgreementAgreement as promptly as reasonably practicable, including (i) preparing and filing as promptly as practicablereasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, all necessary applicationsproper or advisable filings, notices, petitions, filingsstatements, ruling requestsregistrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable other confirmations required to be obtained from any Governmental Entity in order Authority or other Third Party that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (collectivelywhether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the “Governmental Approvals”consummation of the Merger pursuant to Article 9). (b) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each Party hereto agrees of Parent and the Company shall make, as promptly as reasonably practicable (and in any event within ten (10) Business Days of the date of this Agreement in the case of the following clause (i) (unless counsel to the Parties have previously agreed to extend such ten (A10) make Business Day period)), (i) an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except (ii) an appropriate filing of a Form CO with the prior written consent European Commission, (iii) all necessary filings to obtain consents from the state regulators that are required in connection with the Merger and (iv) all other registrations, declarations, notices and filings with Governmental Authorities that are required in connection with the Merger. Each of the other Party. Until the Closing, each Party Company and Parent shall substantially comply use its reasonable best efforts to supply as promptly as practicable with any request for additional information or and documentary material that may be made reasonably requested pursuant to the HSR Act or any other Antitrust Law foregoing, and use its commercially reasonable best efforts to take all other actions necessary, proper or advisable necessary to cause the expiration or termination of the applicable waiting periods under regarding the HSR Act and any other Antitrust Law foregoing as soon as possiblereasonably practicable. (bc) Each Except as prohibited by applicable Law or Order, each of Purchaser Parent and Seller shall, until the Closing in connection with the actions referenced in Section 6.3(a) Company shall use its reasonable best efforts to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (iA) cooperate in all respects with each other in connection with any communication, filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiryinquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party; , (iiB) keep promptly inform the other Party and/or its counsel informed of (and if in writing, supply to the other Party) any communication (other than any ministerial communications) received by such Party party from, or given by such Party party to, the FTCFederal Trade Commission, the DOJ Antitrust Division of the Department of Justice, the European Commission, or any other U.S. or other similar Governmental Entity Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; by this Agreement, (iiiC) if practicable, consult with each other in advance of prior to taking any meeting or telephone call material position with respect to the FTC, filings under the DOJ HSR Act or any other Competition Law in discussions with or filings to be submitted to any Governmental Entity orAuthority, (D) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act or any other Competition Law, and (E) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act or any other Competition Law. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the parties, have control over and lead all communications and strategy relating to obtaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations under any Competition Law from any Governmental Authority or other Third Party in connection with consummating the Merger and the other transactions contemplated by this Agreement or to any proceeding by a private partylitigation under any Competition Law arising therefrom; provided, however, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction of any such approval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other Personprivilege pursuant to this Section in a manner so as to preserve the applicable privilege. (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) to the extent permitted by reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the FTCMerger (including with respect to any of the actions referred to in Section 8.01(a)) without the other, (ii) to the DOJ or such other Governmental Entity or other Personextent reasonably practicable, give the other Party and/or its counsel the opportunity to attend and participate in reasonable prior notice of any such meetings and telephone calls; meeting or conversation and (iviii) permit in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep such non-participating Party reasonably apprised with respect thereto. (e) Subject to the terms and conditions of this Agreement, including Section 8.01(f), each of Parent and the Company agrees to use its reasonable best efforts to take or cause to be taken, any and all steps and to make or cause to be made any and all undertakings necessary to resolve such objections, if any, that a Governmental Authority of competent jurisdiction asserts with respect to any Required Competition Approval under any applicable Competition Law with respect to the Merger and the other Party and/or transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any applicable Competition Laws asserted by any such Governmental Authority of competent jurisdiction with respect to the Merger and the other transactions contemplated by this Agreement, in each case, to the extent necessary so as to enable the Closing to occur no later than the End Date, which reasonable best efforts shall include (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license or disposition of any businesses, assets, equity interests, product lines or properties of Parent or the Company (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Parent’s freedom of action with respect to, or its counsel ability to review retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Parent or the Company (including any of their respective Subsidiaries) (each of (x), (y) and (z), the “Competition Actions”), in advance each case as may be required in order to obtain any submissionRequired Competition Approval to the extent necessary so as to enable the Closing to occur no later than the End Date. In addition each of Parent and the Company shall take any Competition Action to the extent necessary to avoid the entry of, filing or communication to effect the dissolution of, any Order by a Governmental Authority of competent jurisdiction under any Competition Law (each, a “Competition Law Order”) prohibiting the consummation of the Merger. To assist Parent in complying with its obligations set forth in this Section 8.01(e), if requested by Parent, the Company shall, and documents submitted therewith) intended shall cause its Subsidiaries to, enter into one or more agreements requested by Parent to be given entered into by it any of them prior to the FTCClosing with respect to any transaction to divest, hold separate or otherwise take any action that limits the DOJ Company’s or its Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, product lines or properties of the Company or any of its Subsidiaries (each, a “Divestiture Action”); provided, however, that the consummation of the transactions provided for in any such agreement for a Divestiture Action shall be conditioned upon the Closing or satisfaction or waiver of all of the conditions to Closing in a case where the Closing will occur immediately following such Divestiture Action. Notwithstanding anything to the contrary in this Agreement, in the event the Parties are unable to agree on which actions to take pursuant to this Section 8.01(e), Parent shall have the final determination with respect to which action to take; provided, that such determination shall be consistent with Parent’s obligations under this Section 8.01(e). (f) Notwithstanding anything in this Agreement to the contrary, Parent and its Subsidiaries shall not be required to, and the Company and its Subsidiaries shall not, without the prior written consent of Parent, take any action, or commit to take any action, or agree to any condition or limitation contemplated in this Section 8.01, including any step or undertaking or action contemplated in Section 8.01(e), that (i) would, or would reasonably be expected to, have a material adverse effect on the business, results of operations, or financial condition of either (x) Parent and its Subsidiaries (but not including the Company and its Subsidiaries) or (y) the Company and its Subsidiaries, in each case of (x) and (y), measured on a scale relative to the Company and its Subsidiaries, taken as a whole, or (ii) in order to avoid the entry of, or to effect the dissolution of, any Competition Law Order in a jurisdiction other than the United States or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation jurisdiction set forth on Section 9.01(e) of the businesses Company Disclosure Letter, would require Parent to take any action with respect to any business, properties or assets of Seller. Purchaser Parent and Sellerits Subsidiaries, as each deems advisable or the Company and necessaryits Subsidiaries, may reasonably designate any competitively sensitive material to be provided to the other under this Section 6.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the located outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors home country of the recipient unless express permission is obtained Governmental Authority of competent jurisdiction in advance in writing from the source respect of the materials such a Competition Law Order (Purchaser or Seller, as the case may beeither of (i) or its legal counsel(ii) above, a “Burdensome Condition”). (cg) In furtherance and not in limitation of the covenants of the Parties parties contained in Sections 6.3(a) and 6.3(b)this Section 8.01, each if any administrative or judicial action or proceeding by the Federal Trade Commission or Department of Purchaser and Seller shallJustice or other similar Governmental Authority of competent jurisdiction is instituted challenging the Merger or any other transaction contemplated by this Agreement as violative of any Competition Law, and Parent shall cause its Affiliates to, until the Closing, use its commercially reasonable best efforts to (i) avoid the entry of, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrainis in effect and that prohibits, prevent prevents or delay the Closing on or before the Outside Date, including defending 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 or any other applicable Governmental Entity or any private party; and (ii) avoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and its Affiliates and/or the members of the Alkali Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s, its Affiliates and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group, and (z) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Purchaser’s or Purchaser’s Subsidiaries’ ability to operate or retain, any of the businesses, product lines or assets of Purchaser and/or the members of the Alkali Group; provided, however, that any action contemplated by any of clauses (x), (y) and (z) is conditioned upon the restricts consummation of the Merger and the other transactions contemplated by this Agreement. (d) Without limiting ; provided, that Parent shall not be required to, and the Company shall not, without the prior written consent of Parent, take any other obligation action under this AgreementSection 8.01(g) that would, during or would be reasonably likely to, result in the period from imposition of a Burdensome Condition. To assist Parent in complying with its obligations set forth in this Section 8.01(g), the date of this Agreement until the Closing Date, Purchaser shall notCompany shall, and shall cause its Subsidiaries and Affiliates not to, take or agree provide to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Until the Closing, Purchaser agrees to provide Parent such security and assurances as to financial capability, resources and creditworthiness and other information about Purchaser and its Affiliates cooperation as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby, in each case, as soon as reasonably practicable. Whether or not the Sale is consummated, Purchaser shall be responsible for all filing fees and payments to any Governmental Entity in order to obtain any consents, approvals or waivers pursuant to this Section 6.3Parent.