Common use of Efforts Clause in Contracts

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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.

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 (and shall cause each of their respective Affiliates to) promptly take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to promptly do, 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 cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective, as promptly as practicable, effective the Offer and Merger Mergers and the other transactions contemplated herebyby 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, approvals and expirations or terminations of waiting periodsperiods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, notices, notifications, petitions, applications, reports and other and filings and the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, 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 Consents from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger Mergers and the other transactions contemplated hereby by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (viv) the execution and delivery of any additional instruments reasonably necessary necessary, proper or advisable to consummate consummate, and to fully carry out the purposes of the transactions contemplated herebyby this Agreement; provided, however, that in no event shall either the Company or Parent or any of its their respective Subsidiaries be required to pay prior to the Board Appointment Date First Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval Consent required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. (a) Subject From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 8.1, the Investors and the Company shall to the terms extent required (i) promptly file any and conditions set forth in this Agreement, each all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective1976, as promptly as practicable, amended (the Offer and Merger and “HSR Act”) with respect to the other transactions contemplated hereby, including and use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) the obtaining of all necessary actions use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or nonactionsconsents, permits, authorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, including the Company Approvals and the Parent Approvals, from any other Governmental Entities in connection with the execution and the making delivery 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the Offer transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) use commercially reasonable 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; (iv) promptly inform the Merger other party of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat; (v) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby hereby; and (v) the execution vi)to obtain all necessary permits, consents, orders, approvals and delivery of authorizations of, or any additional instruments reasonably necessary exemption by, all third Persons required to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals by this Agreement and the Parent Approvals, from Governmental EntitiesStockholders Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable after the date of this Agreement, including including, without limitation, (i) preparing and filing, in consultation with the obtaining other party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity, including but not limited to, FINRA, the Company Approvals NFA, the Financial Conduct Authority in the UK, the European Commission, Central Bank of Ireland, and the Parent Approvals, from Governmental Entities Japanese Financial Services Agency in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approval, clearance, all such waiting period expirations 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to (w) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and expirations in any event within fifteen (15) Business Days after the execution of this Agreement, (x) make any filings in connection with any Regulatory Approvals as promptly as practicable, (y) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or terminations by any Governmental Entity under any Regulatory Law, and (z) take all other actions necessary to cause the expiration or termination of the applicable waiting periodsperiods under the HSR Act or obtain all Regulatory Approvals as soon as practicable. For the avoidance of doubt, including Parent shall be responsible for the Company Approvals and the Parent Approvals, from payment of all filing fees payable to any Governmental EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein provided, Purchaser and Sellers shall each of the parties hereto shall use its reasonable best efforts to promptly take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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, effective as promptly as practicable, practicable after the Offer and Merger and date hereof the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing as promptly as practicable all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, including the Company Approvals “Governmental Approvals”) and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) as promptly as practicable taking of all steps as may be necessary to obtain an approvalall such Governmental Approvals. In furtherance and not in limitation of the foregoing, clearance, or waiver from, or each Party agrees to avoid an action or proceeding by, any Governmental Entity(A) make all submissions and filings under the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (iiB) the obtaining of make all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of other required filings pursuant to other any lawsuits applicable Law or other legal proceedingsrestraint designed to govern competition, whether judicial trade regulation, or administrativeforeign investment or to prohibit, challenging this Agreement restrict or regulate actions with the consummation purpose or effect of monopolization or restraint of trade (collectively, the Offer or “Antitrust Laws”) with respect to the Merger and the other transactions contemplated hereby as promptly as practicable, and (vC) not extend any waiting period under the execution and delivery HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any additional instruments reasonably necessary other Governmental Entity not to consummate the transactions contemplated hereby; providedby this Agreement, howeverexcept with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information or documentation that in no event shall may be requested pursuant to the Company HSR Act or any of other Antitrust Law and use its Subsidiaries be required reasonable best efforts to pay prior take all other actions necessary, proper or advisable to cause the Board Appointment Date any fee, penalties expiration or other consideration to any third party to obtain any consent or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesother Antitrust Law as soon as possible.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Parent and the parties hereto Company shall, and shall cause their respective Subsidiaries to use its reasonable best efforts (i) to take, or to cause to be taken, all actionsactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Annex A and Article VII hereof, to fileconsummate the transactions contemplated by this Agreement, or cause including the Transactions, as promptly as practicable and (ii) to be filed, all documents and to do, or to cause to be done, and to assist obtain (and to cooperate with the other parties Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required to be obtained by Parent or the Company or any of their respective Subsidiaries in doingconnection with the Transactions and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. Parent shall, and shall cause its Subsidiaries to, promptly take any and all things necessarysteps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act and any other applicable U.S. or foreign competition, proper antitrust, merger control or advisable investment Laws (together with the HSR Act, “Antitrust Laws”) that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the Parties to consummate and make effective, the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the Offer and Merger sale or disposition of, or prohibition or limitation on the ownership or operation by Parent and the other transactions contemplated herebyCompany or any of their respective Subsidiaries of, including (i) the obtaining of all necessary actions such assets 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 businesses as may be necessary required in order to obtain an approval, clearance, or waiver fromavoid the entry of, or to avoid an effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions. Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that (x) no requirement for any non-action by or consent or approval of the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding by, with respect to any Governmental Entity, Antitrust Laws and (iiz) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of no other matter relating to any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Antitrust Laws would preclude consummation of the Offer or the Merger and by the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesOutside Date.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall Party will use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doingdoing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, the Offer and Merger Combination and the other transactions contemplated herebyby the Transaction Documents as soon as practicable after the date hereof, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions applications, notifications, notices, petitions and filings and to obtain as promptly as practicable all Consents set forth in Section 5.4 of the Spinco Disclosure Schedule, Section 6.5 of the Spinco Disclosure Schedule and Section 7.5 of the Utah Disclosure Schedule that are required to be obtained or nonactionsmade at or prior to the Effective Time and all other material consents, waivers, consentslicenses, clearancesorders, registrations, approvals, and permits, rulings, expirations or terminations of waiting periods, including authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Company Approvals and Combination or any of the Parent other transactions contemplated by the Transaction Documents (collectively, the “Approvals”), from Governmental Entities and the making of (ii) taking all necessary registrations and filings and the taking of all reasonable 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, Approvals and (iii) taking reasonable efforts to share information protected from disclosure under the giving of noticeattorney-client privilege, if requiredwork product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege; provided that, with respect to Approvals from third parties (other than Governmental Authorities) required under real property leasesexisting Contracts, (iv) the defending such efforts shall not include any requirement or obligation of any lawsuits Party to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the applicable Party pursuant to the terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable Party pursuant to the terms of an existing Contract. Notwithstanding anything to the contrary in this Section 8.7, materials provided to the other Party or its outside legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the Offer or foregoing, each Party agrees to promptly make (A) an appropriate filing of a Notification and Report Form pursuant to the Merger HSR Act with respect to the Combination and the other transactions contemplated hereby by the Transaction Documents as promptly as practicable, and in any event within twenty (20) Business Days after the date hereof (unless the Parties shall mutually agree that postponing such filings to a later date is advantageous for purposes of satisfying the conditions to the Combination, in which case the Parties shall identify a reasonable later date and the Parties shall file on such later date), (B) appropriate filings, if any are required, with foreign regulatory authorities in accordance with other applicable Competition Laws, with respect to the Combination and the other transactions contemplated by the Transaction Documents as promptly as practicable and (vC) all other necessary or appropriate filings with other Governmental Authorities with respect to the execution Combination and delivery the other transactions contemplated by the Transaction Documents as promptly as practicable, and, in each case, to use reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable Laws or by such Governmental Authorities and to use reasonable best efforts to cause the expiration or termination of any additional instruments reasonably necessary applicable waiting period under the HSR Act, and the receipt of the Approvals under such other applicable Laws or from such Governmental Authorities as soon as practicable. In connection with and without limiting the foregoing, each Utah Party, on the one hand, and Pluto and Spinco, on the other hand, shall, in connection with the efforts referenced in this Section 8.7 to consummate obtain all Approvals, use its reasonable best efforts to (x) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (y) to the extent permitted by Law, promptly inform the other Party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Combination or any other transactions contemplated by the Transaction Documents (and in each case, if any such communication is in writing, share a copy with the other Party) and (z) to the extent permitted by Law, permit the other Party to review in advance any communication to be given by it to, and consult in good faith with each other in advance of any meeting or telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything in this Agreement to the contrary, but without limiting each Party’s obligations under this Section 8.7, Utah shall, on behalf of the Parties, control and lead all communications and strategy for dealing with the DOJ, the FTC or such other applicable Governmental Authority with respect to any antitrust, merger control, competition, national security or trade regulation Law that may be asserted by any Governmental Authority with respect to the Combination or any of the transactions contemplated hereby; providedby the Transaction Documents, howeverand Utah shall, that in no event shall on behalf of the Company Parties, control and lead the defense strategy for dealing with all Actions challenging the Combination or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feetransactions contemplated by the Transaction Documents that are brought by DOJ, penalties the FTC or such other consideration applicable Governmental Authority with respect to any third party to obtain any consent antitrust, merger control, competition, national security or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiestrade regulation Law.

Efforts. (ai) Subject to the terms Each of Purchaser, Parent and conditions set forth in this AgreementSeller shall (and Purchaser, Parent and Seller shall cause each of the parties hereto shall their respective Affiliates to) use its reasonable best efforts to takeconsummate the transactions contemplated hereby and, or to cause to be takenin the case of Parent, all actionsSeller and their respective Affiliates, to file, or cause to be filed, all documents and to do, or to cause to be doneby the Merger Agreement, and to assist cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to cooperate be satisfied (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 other parties in doinggenerality of the foregoing, Purchaser shall (and 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 (A) as promptly as practicable obtain all things necessaryPurchaser Required Approvals and Seller Required Approvals, proper or advisable to consummate and make effective, (B) as promptly as practicable, and in any event within thirty (30) Business Days after the Offer date hereof, make and Merger 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 (i) the obtaining filings required of all necessary actions the parties hereto or nonactions, waivers, consents, clearances, approvalstheir “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, 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 promptly make any further filings and the taking of all steps as pursuant thereto that may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entityadvisable, (iiC) the obtaining of defend all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingslegal, whether judicial regulatory, administrative or administrative, other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (vD) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the execution and delivery ability of any additional instruments reasonably necessary the parties to consummate the transactions contemplated hereby; provided, howeverin each case until the issuance of a final, that in no event shall the Company non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Governmental Authority challenging this Agreement or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiestransactions contemplated hereby.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Parent (and the parties hereto Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 Law to consummate and make effectivethe Transactions, including the Merger, as promptly soon as practicable, practicable after the Offer date hereof (and Merger and in any event by the other transactions contemplated herebyOutside Date), including (i) preparing and filing or otherwise providing, in consultation with the obtaining of other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable (and in any event by the Outside Date) all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions, including the Company Approvals Merger, and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary, subject to the limitations in this Section 6.2, to obtain all such waiting 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, as applicable, agrees to (x) make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to obtain an approvalcause the expiration or termination of the applicable waiting period under the HSR Act as soon as reasonably practicable (and in any event by the Outside Date) and (y) make all other necessary filings under any applicable Regulatory Law as promptly as reasonably practicable, clearanceand to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Regulatory Laws. Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their respective Subsidiaries shall be required to, and the Company may not, and not permit any Company Subsidiary to, without the prior written consent of Parent, become subject to, consent to, or waiver fromoffer or agree to, take or commit to take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing or (B) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing (unless, within such clause (B), such restriction, requirement or limitation shall have no material impact on the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing or the Transactions); provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or to avoid an otherwise take any action or proceeding bywith respect to, any Governmental Entitysuch requirement, (ii) condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the obtaining of all necessary consents, approvals Company or waivers from third parties, (iii) the giving of noticeCompany Subsidiaries in the event the Closing occurs. Further, if requiredany Action, under real property leasesincluding any proceeding by a private party, is instituted (ivor threatened) the defending of any lawsuits challenging or other legal proceedingsseeking to restrain, whether judicial prohibit or administrative, challenging this Agreement or place conditions on the consummation of the Offer Transactions, including the Merger, or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedownership or operation by Parent, however, that in no event shall the Company or any of its their respective Subsidiaries of all or any portion of their respective businesses as presently conducted and as currently proposed to be required conducted, Parent (and the Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use their reasonable best efforts to pay prior to the Board Appointment Date any feedefend or contest, penalties including through litigation or other consideration to means, any third party to obtain any consent objection to, or approval required for Actions challenging, the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalsTransactions, and expirations to have vacated, lifted, reversed or terminations overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of waiting periodsthe Transactions, including the Company Approvals and the Parent Approvals, from Governmental EntitiesMerger.

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 (and shall cause each of their respective Affiliates to) promptly take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to promptly do, 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 cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby 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, approvals and expirations or terminations of waiting periodsperiods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, notices, notifications, petitions, applications, reports and other filings and the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, 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 Consents from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (viv) the execution and delivery of any additional instruments reasonably necessary necessary, proper or advisable to consummate consummate, and to fully carry out the purposes of the transactions contemplated herebyby this Agreement; provided, however, that in no event shall either the Company or Parent or any of its their respective Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval Consent required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be donedone promptly, and to assist and to cooperate with the each other parties in doing, all things necessary, proper or advisable under Law to consummate and make effective, as promptly as practicable, effective the Offer and Merger Mergers and the other transactions contemplated herebyby this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make appropriate filings of a Notification and Report Form pursuant to the HSR Act, including (ix) any required filings by the obtaining Company with respect to any Management Business Sale and (y) any required filings by the Company and Parent with respect to the Acquisition Merger without giving effect to a Management Business Sale, and any other filings pursuant to applicable Regulatory Laws with respect to the transactions contemplated hereby, which filings shall be made promptly, but in no event later than ten (10) Business Days after the date hereof (in the case of all necessary actions the filing pursuant to clause (y)), or nonactionsten (10) Business Days after the date the Company enters into a definitive agreement (in the case of the filing pursuant to clause (x)), waiversand as promptly as practicable after the date hereof with respect to any filing pursuant to other applicable Regulatory Laws, (ii) to use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Effective Date with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Effective Date from, Governmental Authorities or any other Person in connection with the execution and expirations or terminations delivery of waiting periodsthis Agreement, and the consummation of the Mergers, any Management Business Sale and the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvalsany such consents, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps approvals, permits or authorizations as may be necessary to avoid a material Violation of any Specified Contract, (B) timely completing all necessary documentation and related forms or paperwork as may be required for all such filings, and (C) timely making all such filings to obtain an approvalall consents, clearanceapprovals, or waiver frompermits and authorizations, or (iii) to avoid an action or proceeding byfurnish promptly to the other party, 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 may reasonably request in connection with their preparation of necessary filings, registrations, and submissions of information to any Governmental EntityAuthority, including any filings under the Regulatory Laws, (iiiv) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all necessary other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers from third parties, (iii) and to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior applicable waiting periods with respect to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Mergers and any Management Business Sale under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede other applicable Regulatory Laws as promptly as practicable and in any event no later than the receipt of any 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 EntitiesEnd Date.

Efforts. (a) Subject to the terms and conditions set forth herein provided and without limiting the obligations of any Party to the extent a higher standard of efforts is expressly provided for in this AgreementAgreement with respect to any specific action or matter, each of the parties hereto shall Parties agrees to use its commercially reasonable best efforts to take, or to cause to be taken, all actionsaction, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doingdone as promptly as practicable, all things necessary, proper or and advisable under applicable Laws to consummate and make effective, effective as promptly as practicable, practicable the Offer and Merger transactions contemplated by this Agreement and the other transactions contemplated herebyAncillary Agreements, including (i) the obtaining of cooperating with one another and using all commercially reasonable efforts to prepare all necessary actions or nonactions, waivers, documentation to effect all necessary filings and to obtain all consents, clearances, approvals, waivers 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements (including the Merger and the Restructuring contemplated by the Merger Agreement), including the consents and approvals referred to in Section 4.2, Section 5.3 and Section 6.2 (or the Disclosure Schedules thereto); provided, however, that (a) no Party shall be obligated to pay any consideration to any third party from whom any such consent, waiver or approval is requested and (b) the prior written consent of Parent shall be required with respect to any amendment or modification to, or termination of, any Assumed Contract in no event shall connection with obtaining any such consent, waiver or approval that is adverse in any material respect to the Purchaser Parties, the Company or any of their respective Subsidiaries. At the Asset Closing, the Seller Parties or their respective Subsidiaries (as appropriate) will, and from time to time after the Asset Closing, the Company or its Subsidiaries be required will, execute and deliver such further instruments of conveyance, transfer and assignment and take such other action, at Purchaser’s sole expense, as Purchaser may reasonably require to pay prior more effectively convey and transfer to the Board Appointment Date Purchaser any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalsPurchased Assets, and expirations or terminations of waiting periodsPurchaser will execute and deliver such further instruments and take such other action, including at the Company’s sole expense, as the Company Approvals and or its Subsidiaries may reasonably require to have Purchaser more effectively assume the Parent Approvals, from Governmental EntitiesAssumed Liabilities.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts and act in good faith to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger Transaction and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof, including (i) the obtaining of preparing and filing as promptly as practicable all necessary actions or nonactionsapplications, notices, petitions, filings and other documents and (ii) to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periods, including the Company Approvals and the Parent Approvals, advisable to be obtained 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 third party and/or any Governmental Entity, (ii) Entity in order to consummate the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement and the Ancillary Agreements (vcollectively, the “Required Approvals”); provided that Company will not be required by this Section 7.16 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires, before or after the execution and delivery Effective Time, the divestiture of any additional instruments reasonably necessary of its assets or any of the assets of its Subsidiaries or (B) limits, before or after the Effective Time, its freedom of action with respect to, or its ability to consummate retain any of its assets or businesses or any of the assets or businesses of its Subsidiaries. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby; provided, however, that hereby (which filing shall in no any event shall the Company or any of its Subsidiaries be required to pay made at least thirty (30) days prior to the Board Appointment proposed Closed Date agreed upon by the parties), and to supply as promptly as practicable any fee, penalties additional information and documentary material that may be requested pursuant to such laws or other consideration by such authorities and to any third party use reasonable best efforts to obtain any consent cause the expiration or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede HSR Act and the receipt of any necessary actions Required Approvals under such other laws or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiessuch authorities as soon as practicable.

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 taketake promptly, or to cause to be taken, all actions, to file, or cause to be filed, all documents 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 applicable Laws to consummate and make effective, as promptly as practicableand to satisfy all conditions to, the Offer and Offer, the Merger and the other transactions contemplated herebyhereby 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or 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; provided. Notwithstanding anything set forth in this Agreement, howeverunder no circumstances shall Parent or Merger Sub be required, that and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in no event shall 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 any of its their respective Subsidiaries be required pursuant to pay prior to this Section 6.6 or otherwise in connection with obtaining the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary foregoing actions or nonactions, waivers, clearances, permits, consents, clearances, approvals, expirations, terminations and expirations authorizations of third parties or terminations of waiting periodsGovernmental Entities, including that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company Approvals and its Subsidiaries (including after the Parent ApprovalsClosing Date, from Governmental Entitiesthe 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.

Efforts. From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 6.1, the Investors and the Company shall (ai) Subject promptly file any and all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including and use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) promptly make an appropriate filing under the obtaining competition or merger control laws of all necessary actions other jurisdictions as may be required for the consummation of the transactions contemplated hereby, and use commercially reasonable efforts to obtain a decision from the appropriate regulatory authorities allowing the consummation of the transactions contemplated hereby; (iii) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or nonactionsconsents, permits, authorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iv) use commercially reasonable 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; (v) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat and (vi) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of taking all necessary registrations and filings and the taking of all steps such further action 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 giving of noticeresolve such objections, if requiredany, under real property leasesas the United States Federal Trade Commission, (iv) the defending Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any lawsuits other nation or other legal proceedings, whether judicial jurisdiction or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary person may assert under Law with respect to consummate the transactions contemplated hereby; provided. Notwithstanding the foregoing, howevernothing in this Agreement shall be deemed to require the Investors or any of their Affiliates, that in no event shall or the Company, to enter into any agreement with any Governmental Entity or to consent to any authorizations, consents, approvals of governments and governmental agencies requiring the Investors or any of their Affiliates, or the Company, to hold separate or divest, or to restrict the dominion or control of, any of its assets or businesses or any of the stock, assets or business of the Investors, the Company or any of its Subsidiaries be required their Affiliates. The Company shall reimburse the Investors for all filing fees incurred by the Investors with respect to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation all filings contemplated by this Section 4.3 within five (5) Business Days of the Offer or date each such fee is paid by the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesInvestors.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, 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 and make effective, as promptly as practicable, the Offer and Merger Combination and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof, including by (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents, and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations, necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Combination or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement; and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary necessary, subject to the limitations in this Section 7.3, to obtain an approval, clearance, all such waiting period expirations 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the execution of this Agreement, and expirations to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or terminations termination of the applicable waiting periodsperiods under the HSR Act, including the Company Approvals and the Parent Approvals, from Governmental Entitiesas soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, clearanceconsents, or waiver fromclearances, or to avoid an action or proceeding bywaivers, any Governmental Entityexemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (iiA) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the obtaining of all necessary consents, approvals or waivers from third parties, (iii) HSR Act with respect to the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (vB) Parent agrees to file or cause to be filed within 45 days following the execution and delivery of any additional instruments this Agreement “Form A” statements or equivalent change of control applications (or, as reasonably necessary to consummate determined by Parent, “Form A” exemption requests or equivalent exemption requests) with the transactions contemplated herebyinsurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration extent that subsequent to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt filing of any necessary actions such “Form A” exemption request or nonactionsequivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, waiversParent shall, consentsas promptly as reasonably practicable thereafter, clearances, approvals, withdraw such exemption request and expirations file in substitution thereof a “Form A” statement or terminations equivalent change of waiting periods, including control application with the Company Approvals and the Parent Approvals, from applicable Governmental EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be fileddone, all documents things necessary, proper or advisable under applicable Law to consummate and to domake effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, or to cause to be doneincluding (i) preparing and filing, and to assist and to cooperate in consultation with the other parties Parties, as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in doingeach case, all things that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or effective the Merger and the other transactions contemplated hereby by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and (v) other confirmations are conditions to the execution and delivery consummation of any additional instruments reasonably necessary the Merger pursuant to consummate the transactions contemplated herebyArticle VIII); provided, howevernotwithstanding anything in this Agreement to the contrary, that nothing in no event 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 be required Subsidiaries, without Parent’s prior written consent, agree to pay prior to the Board Appointment Date or accept) any feeobligation, penalties restriction, requirement, limitation, divestiture, condition, remedy or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action imposed by a Governmental Authority that would reasonably be expected to prevent result in a material adverse effect on the financial condition, properties, assets and liabilities (considered together), business or materially delay results of operation of the Surviving Corporation (assuming the consummation of the Merger) and its Subsidiaries, taken as a whole (any such obligation, restriction, requirement, limitation, divestiture, condition, remedy or impede the receipt of any necessary actions or nonactionsother action, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesa “Burdensome Condition”).

Efforts. (a) Subject to the terms The Company, Parent and conditions set forth in this Agreement, each of the parties hereto Merger Sub shall use its reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, 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 Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and 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 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 (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the obtaining 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, in each case until the issuance of a final, nonappealable Order, (vi) 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 all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (viii) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals, clearanceand (ix) as promptly as reasonably practicable after the date hereof, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of make all necessary consentsfilings, approvals or waivers from third partiesand thereafter make any other required submissions, (iii) the giving of noticeand pay any fees due in connection therewith, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging with respect to this Agreement or the consummation of the Offer or and the Merger and the required under any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapplicable 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 Company or any Company Subsidiary or any of its Subsidiaries be required their respective affiliates, to pay (A) 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 the Company Subsidiaries, taken as a whole, prior to the Board Appointment Date Effective Time, (B) take any feeactions, penalties including the actions described in this Section 5.4(a), with respect to Parent, its affiliates or other consideration their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (C) take or agree to take any third party action with respect to obtain its business or operations in connection with obtaining approvals from any consent Governmental Entity, unless the effectiveness of such agreement or approval required for action is conditioned upon the consummation occurrence of the Offer or the MergerClosing. No party hereto to this Agreement shall take consent to any action that 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 or materially delay or impede the receipt consummation of any 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 EntitiesMerger.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, 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 Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and 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 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 (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the obtaining 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, in each case until the issuance of a final, nonappealable Order, (vi) 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 all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (viii) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals, clearanceand (ix) as promptly as reasonably practicable after the date hereof, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of make all necessary consentsfilings, approvals or waivers from third partiesand thereafter make any other required submissions, (iii) the giving of noticeand pay any fees due in connection therewith, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging with respect to this Agreement or the consummation of the Offer or and the Merger and the required under any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapplicable Law; provided, however, that in no event shall anything in this Section 5.5(a) require, or be construed to require, the Company Company, Parent, Merger Sub or any of its Subsidiaries be required their respective affiliates, or permit the Company, Parent, Merger Sub or any of their respective affiliates, to pay prior (A) undertake any efforts, or to the Board Appointment Date any fee, penalties take or other consideration consent to any third party 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 obtain Parent, its affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements in connection with obtaining approvals from any consent Governmental Entity or approval required for (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 consummation case of this clause (C)) the effectiveness of such agreement is conditioned upon the occurrence of the Offer or the MergerClosing. No party hereto to this Agreement shall take consent to any action that 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 or materially delay or impede the receipt consummation of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations the Merger on the terms of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Offer, the Top-Up Option or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Offer, the Top-Up Option or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 Law to consummate the Offer, the Share Exchange and make effectivethe other Transactions, including preparing and filing as promptly as practicablepracticable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Offer, the Offer and Merger Share Exchange and the other transactions contemplated herebyTransactions. In furtherance and not in limitation of the foregoing, including each party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, HSR Act and expirations or terminations of waiting periods, including any other applicable Antitrust Law with respect to the Company Approvals and Transactions as promptly as practicable but in no event more than five (5) Business Days after the Parent 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, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entitydate hereof, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of all necessary consents, approvals HSR Act or waivers from third parties, any other applicable Antitrust Law and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or applicable waiting periods with respect to the Merger and approval of the other transactions contemplated hereby and (v) Offer, the execution and delivery of any additional instruments reasonably necessary to consummate Share Exchange under the transactions contemplated herebyapplicable Antitrust Laws; provided, howeverthat nothing contained in this Agreement shall obligate Purchaser: (a) to dispose, that in no event shall transfer or hold separate, or cause any of its Affiliates to dispose, transfer or hold separate any material assets or operations, or to commit or to cause any of the Company or the Subsidiaries to dispose of any material assets; (b) to discontinue or cause any of its Affiliates to discontinue offering any product or service, or to commit to cause any of the Company or the Subsidiaries to discontinue offering any product or service; or (c) to make or cause any of its Affiliates to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of any of the Company or the Subsidiaries, and the Company shall not agree, commit or consent to any of such restrictions with respect to itself or any of its Subsidiaries be required to pay without the prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any written consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesPurchaser.

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate (as defined in Section 251(h) of the DGCL) and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger Amalgamation and the other transactions contemplated herebyby this Agreement and the Amalgamation Agreement as soon as practicable after the date hereof, including including, without limitation, (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Amalgamation or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement or the Amalgamation Agreement and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, 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 partiesclearances, (iii) the giving of noticewaivers, if requiredlicenses, under real property leasesregistrations, (iv) the defending of any lawsuits or other legal proceedingspermits, whether judicial or administrativeauthorizations, challenging this Agreement or the consummation of the Offer or the Merger orders and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapprovals; provided, however, that efforts in no event connection with the Financing and the Required Refinancing Indebtedness shall be governed by Section 7.12 and not this Section 7.3. In furtherance and not in limitation of the Company or any foregoing, each party hereto agrees to make an appropriate filing of its Subsidiaries be required to pay prior a Notification and Report Form pursuant to the Board Appointment Date HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any feeevent within 20 Business Days after the execution of this Agreement, penalties and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or other consideration to any third party to obtain any consent or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesHSR Act as soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its (and shall cause their respective Subsidiaries and Affiliates to use) all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required (nor, without the prior written consent of Parent, shall the Company and its Subsidiaries be permitted) to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Entities and other nominal amounts) to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 5.5(b)), each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties party in doing, all things that are necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including under any Material Contract as may be necessary in order to consummate the obtaining Merger and the other transactions contemplated hereby (and Company and Parent shall cooperate in seeking any other consents, approvals or waivers from third parties under any other Contract if the parties determine that doing so is necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by this Agreement), (ii) obtain all necessary required actions or nonactions, waivers, consents, clearances, approvals, orders and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of take all steps as may be necessary to obtain an approval, clearance, approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice within the time periods specified thereunder (ii) or, if such time period is not specified, within a reasonable time, except that with respect to the obtaining making of all necessary consentsthe appropriate filing of a Notification and Report Form pursuant to the HSR Act, approvals or waivers from third the parties shall make such filing within 10 Business Days of the date hereof, unless otherwise agreed to by the parties), (iii) resist, contest or defend any Action (including administrative or judicial Actions) challenging the giving Merger or the completion of noticethe transactions contemplated hereby, if requiredincluding seeking to have vacated, under real property leaseslifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including by pursuing avenues of administrative and judicial appeal, and (iv) execute and deliver any additional instruments necessary to consummate the defending transactions contemplated hereby and fully to carry out the purposes of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or without the consummation prior written consent of the Offer other party. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and Company shall have the right to review in advance, and to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby by this Agreement. In exercising the foregoing rights, each of Parent and (v) Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the execution and delivery instructions of any additional instruments Governmental Entity, Company and Parent shall keep each other reasonably necessary apprised of the status of matters relating to consummate the completion of the transactions contemplated hereby; provided, howeverincluding promptly furnishing the other with copies of notices or other written communications received by Company or Parent, that in no event shall as the Company case may be, or any of its Subsidiaries be required their respective Subsidiaries, from any Governmental Entity and/or third party with respect to pay prior such transactions, and, to the Board Appointment Date extent practicable under the circumstances, shall consult with the other party in advance of, and provide the other party and its counsel with the opportunity to attend and participate in, any feemeeting with any Governmental Entity in respect of any filing, penalties investigation or other consideration inquiry in connection with the transactions contemplated hereby at which substantive matters are to be discussed. Notwithstanding the foregoing, Parent will determine strategy, lead all proceedings and coordinate all activities with respect to seeking any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversactions, consents, clearances, approvalsapprovals or waivers of any Governmental Entity or third party as contemplated hereby, and expirations Company and its Subsidiaries will use its commercially reasonable efforts to take such actions as reasonably requested by Parent in connection with obtaining any such actions, consents, approvals or terminations of waiting periods, including the waivers; provided that Parent will in good faith consider any views or input provided by Company Approvals and the Parent Approvals, from Governmental Entitieswith respect to such matters.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, including Section 7.1(i), each of the parties hereto Company and Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions, to fileactions and do, or cause to be fileddone, all documents things necessary, proper or advisable under applicable Law to consummate and to domake effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, or to cause to be doneincluding (i) preparing and filing, and to assist and to cooperate in consultation with the other parties Parties, as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining (and cooperating with each other to obtain or maintain) all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in doingeach case, all things that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or effective the Merger and the other transactions contemplated hereby by this Agreement (including the Station Divestitures) (whether or not such approvals, consents, registrations, permits, authorizations and (v) other confirmations are conditions to the execution and delivery consummation of any additional instruments reasonably necessary the Merger pursuant to consummate the transactions contemplated herebyArticle VIII); provided, however, that in that, no event party shall the Company or any of its Subsidiaries be required to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of the Board Appointment Date Company or its Subsidiaries shall pay or agree to pay) any fee, penalties penalty or other consideration to any third party (other than any filing fees paid or payable to obtain any consent Governmental Authority) for any approval, consent, registration, permit, authorization or approval other confirmation required for the consummation of the Offer or transactions contemplated by this Agreement; provided, further, that the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the Parties agree and acknowledge that, except as provided in Section 8.1(b), receipt of any necessary actions such any approval, consent, registration, permit, authorization or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesother confirmation is not a condition to Closing.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein provided, each of the parties hereto Purchaser and Sellers shall use its reasonable best efforts to promptly take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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, effective as promptly as practicable, practicable after the Offer and Merger and date hereof the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing as promptly as practicable all necessary actions or nonactionsapplications, notices, petitions, filings (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, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations, expiration of applicable waiting periods and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, including the Company Approvals “Governmental Approvals”) and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) as promptly as practicable taking of 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 approvalappropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, clearance(B) make all other required filings (or, or waiver from, or to avoid an action or proceeding by, any if required by the applicable Governmental Entity, (iia draft thereof) pursuant to other Antitrust Laws with respect to the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby as promptly as practicable, and (vC) not extend any waiting period under the execution and delivery of HSR Act or any additional instruments reasonably necessary other Antitrust Law, nor enter into any agreement with the FTC or the DOJ or any other Governmental Entity not to consummate the transactions contemplated hereby; providedby this Agreement, howeverexcept with the prior written consent of the other Party hereto. 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 date 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 supply as promptly as practicable any additional information or documentation that in no event shall may be requested pursuant to the Company HSR Act or any of other Antitrust Law and use its Subsidiaries be required reasonable best efforts to pay prior take all other actions necessary, proper or advisable to cause the Board Appointment Date any fee, penalties expiration or other consideration to any third party to obtain any consent or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesother Antitrust Law as soon as possible.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date: (vi) preparing and filing, in consultation with the execution other parties and delivery as promptly as practicable and advisable after the date of any additional instruments reasonably this Agreement, all documentation to effect all necessary to consummate the transactions contemplated hereby; providedapplications, howevernotices, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feepetitions, penalties or other consideration to any third party and filings and to obtain any consent as promptly as practicable all waiting period expirations or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated hereby, (ii) obtaining all such waiting period expirations or terminations terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals and (iii) giving all notices and obtaining all consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations that are necessary or advisable to be given to or obtained from any third party other than a Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate 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 fifteen (15) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods, including periods under the Company Approvals and the Parent Approvals, from Governmental EntitiesHSR Act as soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, 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) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesagreement.

Efforts. Buyer shall use commercially reasonable efforts (awithout the obligation to incur any undue expense) Subject to assume and perform all of the obligations under the Transferred Rights, Obligations and Agreements. To the extent that the assignment or novation of any of the Transferred Rights, Obligations and Agreements, or the assignment under §2.1 above, shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither the agreements contemplated by this Agreement nor any actions taken hereunder pursuant to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending provisions of any lawsuits such agreements shall constitute an assignment or other legal proceedings, whether judicial novation or administrative, challenging this Agreement an agreement to assign or novate if such assignment or novation or attempted assignment or novation would constitute a breach thereof or result in the consummation of the Offer loss or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebydiminution thereof; provided, however, that in no event each such case, Dxxx and Buyer shall use commercially reasonable efforts (without the Company or obligation to incur any undue expense) to obtain the consent of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or such other consideration to any third party to obtain an assignment or novation to Buyer. Notwithstanding the foregoing, it shall be a condition to closing that any consent or approval consents required for the consummation assignment of the Offer Transferred Rights, Obligations and Agreements designated by Buyer shall have been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, Dxxx shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and Agreements, including appointing Buyer to act as its agent to perform all of Dana’s obligations under such Transferred Rights, Obligations and Agreements and to collect and promptly remit to Buyer all compensation payable pursuant to those Transferred Rights, Obligations and Agreements and to enforce, for the account and benefit of Buyer, any and all rights of Dxxx against any other person arising out of the breach or cancellation of such Transferred Rights, Obligations and Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the Merger. No party hereto shall parties hereto, a deemed assignment or transfer); provided that, to the extent that Buyer requires Dxxx to undertake any services or take any action actions in furtherance of the performance of such Transferred Rights, Obligations and Agreements, any such services or actions shall be the subject of a separate agreement that would reasonably the parties shall, in good faith, negotiate as promptly as possible and which shall be expected mutually acceptable to prevent or materially delay or impede the receipt parties. Each party shall be responsible for all of any necessary its costs and expenses incurred by it in connection with the actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations required of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesit under this §2.15.

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be doneto, and to shall assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to (i) consummate and make effective, as promptly as practicableeffective the Offer, the Offer and Merger and the other transactions contemplated hereby, including by this Agreement; (iii) the obtaining of obtain all necessary actions or nonactions, waivers, consents, clearances, consents and 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 make such registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (iiiii) the obtaining of obtain all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, ; (iv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement; and (v) the execution execute and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that nothing in no event this Agreement, including without limitation, any provision of this Section 6.6, shall the Company require, or be construed to require, Parent or any of its Subsidiaries be required affiliates (A) if Parent and its affiliates shall have made the proffers contemplated by the exception to pay prior to the Board Appointment Date clause (B) of this proviso and, thereafter, any fee, penalties court having jurisdiction enters any Order (other than a temporary restraining order or other consideration to any third party to obtain any consent or approval required for similar temporary provisional relief) that prohibits the consummation of the Offer or the Merger. No party hereto shall Merger on the basis of any antitrust or competition law or (B) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Acceptance Time or 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 encumberment 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 would reasonably be expected of the foregoing actions) or to prevent agree to any material changes (including, without limitation, through a licensing arrangement) or materially delay restriction on, or impede other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the receipt stock of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals or the Surviving Corporation except for proffers and agreements to amend or modify Contracts between the Company and/or its Subsidiaries and third parties or sell, divest, lease, license, transfer, dispose or otherwise encumber, or to agree to changes, restrictions or other impairments with respect to, any of Parent’s or the Company’s (or their respective affiliates’) assets, licenses, operations, rights, product lines, businesses or interest therein, where such amended, sold, divested, leased, licensed, transferred, disposed or encumbered Contracts, assets, licences, operations, rights, product lines, businesses and interests in the aggregate shall not have accounted for more than $50 million of the parties’ and their respective affiliates’ gross revenues for the 12 months ending June 30, 2007; provided, further, that Parent Approvalsshall be entitled to compel the Company or its Subsidiaries to take any of the actions referred to above (or agree to take such actions) if such actions are only effective after the Effective Time. Subject to applicable Laws, from Parent shall have the right to direct all matters with any Governmental EntitiesEntity consistent with its obligations hereunder but shall keep the Company appraised of all developments with respect thereto.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any 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 Entitiesdelayed.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Holdings, Parent and Merger Sub shall use its reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, 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 Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 by this Agreement as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entitypromptly as practicable, (ii) take all such actions as may be required to cause the obtaining expiration of all necessary consents, approvals or waivers from third partiesthe notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Holdings, Parent, Merger Sub or the giving Company, or any of noticetheir respective Subsidiaries to effect the Closing by not later than three (3) Business Days prior to the Outside Date, if requiredand to avoid any action or proceeding by any Governmental Entity (including those in connection with the pre-merger notification obligations of the HSR Act and the PRC Regulatory Approvals), under real property leasesin connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iv) cause the defending satisfaction of any all conditions set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, in each case until the issuance of a final, nonappealable Order, (vvi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the execution and delivery ability of any additional instruments reasonably necessary the parties to consummate the transactions contemplated hereby; provided, howeverin each case until the issuance of a final, that nonappealable Order, (vii) as promptly as practicable, make or cause to be made all necessary applications and filings, make any other required submissions, and pay any fees due in no connection therewith (all such fees to be solely the responsibility of, and to be paid by, Parent and Merger Sub), with respect to this Agreement and the Merger required under any Competition Laws and (viii) as promptly as reasonably practicable after the date hereof, make all necessary filings (and in any event file all required HSR Act notifications within ten (10) Business Days after the date hereof), and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under any other applicable Law. The Company, Holdings, Parent and Merger Sub shall cooperate with each other in connection with (A) preparing and filing the Company Proxy Statement and any Other Filings, (B) determining whether any action by or in respect of, or filing with, any of its Subsidiaries be required to pay prior to the Board Appointment Date any feeGovernmental Entity is required, penalties or other consideration to any third party to obtain any consent or approval required for in connection with the consummation of the Offer Merger and (C) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, on the Mergerone hand, and Holdings and Parent, on the other hand, shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. No party hereto to this Agreement shall consent to any delay of the Closing at the behest of any Governmental Entity without the prior written consent of the other parties to this Agreement. Holdings, 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, take any action action, including acquiring or making any investment in any corporation, partnership, limited liability company or other Person or any division or assets thereof, that would reasonably be expected to prevent cause a delay in or materially delay jeopardize the satisfaction of the conditions contained in Article 6 or impede the receipt consummation of any 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.Merger. Without limiting this

Efforts. (a) Subject to From the terms and conditions set forth in this Agreement, each date hereof until the earlier of the parties hereto Closing and the date that this Agreement is terminated, the Investors and the Company shall (i) use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the each other parties in doing(A) determining whether any filings are required to be made with, all things necessaryor consents, proper or advisable to consummate and make effectivepermits, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactionsauthorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (ii) use commercially reasonable 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; (iii) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (other than any taxing authority) (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated hereby, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat and (iv) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of taking all necessary registrations and filings and the taking of all steps such further action 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 giving of noticeresolve such objections, if requiredany, as may be asserted under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary Law with respect to consummate the transactions contemplated hereby; provided, however, that in no event . The Company shall reimburse the Company or any Investors for all filing fees incurred by the Investors with respect to all filings contemplated by this Section ‎4.3 within five Business Days of its Subsidiaries be required to pay prior the date each such fee is invoiced by such Investors to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesCompany.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action Action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any material fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesagreement.

Efforts. (a) Subject to the other terms and conditions set forth in of this Agreement, each of the parties hereto shall use its respective reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to, as promptly as reasonably practicable following the date of this Agreement, consummate the Closing. In furtherance of the foregoing, to the extent required under the HSR Act, the Purchaser and the Company agree to each promptly, and in any event within ten (10) business days, following the date hereof make any filings required under the HSR Act and agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary, proper or advisable to consummate and make effective, cause the expiration or termination of the applicable waiting periods under the HSR Act as promptly soon as practicable, including, to the Offer and Merger and extent then available, by requesting early termination of the other transactions contemplated herebywaiting period provided for under the HSR Act. Each party shall, including in connection therewith, use its commercially reasonable efforts to: (i) cooperate in all respects with the obtaining of all necessary actions other party or nonactions, waivers, consents, clearances, approvals, its affiliates in connection with any filing or submission and expirations in connection with any investigation or terminations of waiting periodsother inquiry, including any proceeding initiated by a private person; (ii) keep the Company Approvals and the Parent Approvals, from Governmental Entities and the making other party reasonably informed of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, any communication received by such party or waiver its representatives from, or to avoid an action given by such party or proceeding byits representatives to, any Governmental Entitygovernmental authority and of any communication received or given in connection with any proceeding by a private person, (ii) in each case regarding the obtaining purchase of all necessary consents, approvals or waivers from third parties, the Shares; (iii) permit a representative of the giving other party and their respective outside counsel to review any communication given by it to, and consult with each other in advance of noticeany meeting or conference with, if requiredany governmental authority or, under real property leasesin connection with any proceeding by a private person, with any other person, and to the extent permitted by such governmental authority or other person, give a representative or representatives of the other party the opportunity to attend and participate in such meetings and conferences; (iv) in the defending of event a party’s representative is prohibited from participating in or attending any lawsuits meetings or other legal proceedingsconferences, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby party shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the execution and delivery filing of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedmemoranda, howeverwhite papers, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feefilings, penalties correspondence or other consideration to any third party to obtain any consent written communications explaining or approval required for defending the consummation purchase of the Offer Shares, articulating any regulatory or the Merger. No party hereto shall take competitive argument, and/or responding to requests or objections made by any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesgovernmental authority.

Efforts. (a) Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 5.03 and this AgreementSection 5.05), each of the parties hereto shall Company will, and will cause its Subsidiaries and Advisors to, use its their reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyTransactions, including using reasonable best efforts to (ix) cause its conditions to Closing to be satisfied and for the obtaining Closing to occur as promptly as practicable and (y) not take any action intended to prevent the Closing. For purposes of all necessary actions or nonactionsthis Agreement, waivers, consents, clearances, approvals, the "reasonable best efforts" and expirations or terminations "commercially reasonable efforts" 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall will not require the Company or any of its Subsidiaries be required Subsidiaries, Affiliates or Advisors to pay prior (A) expend any money to the Board Appointment Date remedy any feebreach of any representation or warranty hereunder, penalties (B) commence any litigation or other consideration arbitration proceeding, (C) waive or surrender any right or modify any agreement (including any agreements set forth on Schedule 3.11), (D) offer or grant any accommodation or concession (financial or otherwise) to any third party party, (E) make any payment to third parties or otherwise suffer any similar detriment, (F) subject to the Company's compliance with Section 9.03, Section 9.04 and Section 9.05(a), obtain or seek to obtain any consent or approval required for the consummation of the Offer Transactions, (G) waive or forego any right, remedy or condition hereunder, or (H) provide financing to Buyer or Merger Sub for the Merger. No party hereto shall take any action consummation of the Transactions; provided that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and will be permitted to grant accommodations or concessions regarding any of the Parent Approvalsforegoing in its sole discretion so long as such accommodations or concessions (x) solely involve monetary payments included as Transaction Expenses in the Estimated Closing Statement to the extent such amounts are not paid before the Closing, from Governmental Entitiesor (y) are otherwise agreed in writing by Buyer.

Efforts. (a) Subject to Parent and the terms and conditions set forth in this Agreement, each of the parties hereto Company shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable actions necessary to consummate the Merger and make effective, as promptly as practicable, the Offer and Merger and effective the other transactions contemplated herebyby this Agreement as promptly as reasonably practicable. Without limiting the generality of the foregoing, including each party to this Agreement: (i) the obtaining of shall make all necessary actions or nonactions, waivers, consents, clearances, approvals, filings (if any) and expirations or terminations of waiting periods, including the Company Approvals give all notices (if any) required to be made 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or given by such party in connection with the Merger and the other transactions contemplated hereby by this Agreement; and (vii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the execution and delivery Merger or any of any additional instruments reasonably the other transactions contemplated by this Agreement. For purposes of this Section 5.1(b), “reasonable best efforts” shall include (i) solely to the extent necessary to consummate obtain any Governmental Authorization under the transactions contemplated hereby; providedHSR Act or any applicable antitrust or competition laws or regulations in connection with the Merger, however(A) executing settlements, that in no event shall undertakings, consent decrees, stipulations or other agreements, (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, the Company and each of their affiliates, (C) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses contemporaneously with or subsequent to the Closing, (D) permitting Parent, the Surviving Corporation, and/or the Company to sell, divest or otherwise convey any particular assets or categories of assets or properties of Parent, the Surviving Corporation or the Company or any of its Subsidiaries be required to pay their respective subsidiaries prior to the Board Appointment Closing, and (E) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of action of Parent or the Surviving Corporation (including after the Closing) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets; and (ii) defending through litigation on the merits any feeclaim asserted in court by any Person, penalties 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 consideration to order in any third party to obtain suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing; provided that any consent or approval such action required for by this Section 5.1(b) is conditioned on the consummation of the Offer or the Merger. No party hereto The Company shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalsnot, and expirations shall cause each other Acquired Company to not, without the written consent of Parent, publicly or terminations before any Governmental Body or other third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesa type described in this Section 5.1(b).

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its their reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effectiveunder Applicable Law, as promptly as practicable, to cause the Offer conditions to Closing to be satisfied and Merger and to consummate the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all material approvals, consents, clearancesregistrations, approvalspermits, and authorizations, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, other confirmations required to be obtained 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Authority or other legal proceedingsthird party that are necessary, whether judicial proper or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary advisable to consummate the transactions contemplated herebyby this Agreement; provided, however, that and (iii) completing the remediation matters described in no event shall clause (ii) of Section 6.10(b) of the Company Disclosure Schedule prior to the Measurement Date; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the other party’s businesses, assets or properties or agree to limit the ownership or operation by Parent or any of its Subsidiaries Affiliates of any businesses, assets or properties, including without limitation the businesses, assets, and properties to be required to pay prior to acquired under this Agreement, (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Board Appointment Date transactions contemplated hereby or (C) litigating, challenging or taking any fee, penalties or other consideration action with respect to any third party to obtain action or proceeding by any consent or approval required for Governmental Authority. Notwithstanding the foregoing and any other provision of this Agreement, any act taken by Parent in respect of this Section 8.01 may be conditioned upon consummation of the Offer or the Merger. No party hereto shall Subject to the proviso to the immediately preceding sentence, each of the Company and Parent will not, and will not direct any of their respective Affiliates to, take any action actions that would would, or that could reasonably be expected to prevent to, result in any of the conditions set forth in Article 9 either being delayed or materially delay or impede the receipt of any 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 Entitiesnot being satisfied.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing 45 and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, 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) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required (nor, without the prior written consent of Parent, shall the Company and its Subsidiaries be permitted) to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Entities and other nominal amounts) to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto (except the Equityholders’ Representative) shall use its their commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary under Applicable Laws to consummate the transactions contemplated by this Agreement, including (and the Company shall not without Parent’s prior written consent) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement ; provided that the parties hereto understand and agree that the commercially reasonable efforts of Parent or Company shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company Group’s or any of their respective Affiliates’ businesses, assets or properties. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, each party agrees to make effective, an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 10 Business Days after the date hereof and to supply as promptly as practicable, practicable to the Offer appropriate Governmental Authority any additional information and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 documentary material that may be necessary requested pursuant to obtain an the HSR Act. All filing fees associated with any governmental approval, clearancefiling or waiting period, 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 giving of notice, if requiredin each case, under real property leasesthe HSR Act required in connection with the execution, (iv) the defending delivery or performance of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event Transaction Document shall be split equally between the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesParent.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall will use its reasonable best efforts promptly to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 partiesThird Parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the or any other transactions transaction contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain Third Party, other than a Governmental Entity, for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any 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 Entitiesdelayed.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall Each Party will use its commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 and regulations to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (ia) the obtaining of all necessary actions cooperation in determining whether any action by 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 necessary to obtain an approval, clearancein respect of, or waiver fromfiling with, any governmental body, agency or other official authority is required, or to avoid an action or proceeding byany actions, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers are required to be obtained from third partiesparties to any material contracts, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or in connection with the consummation of the Offer or the Merger and the other transactions contemplated hereby hereby; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (vc) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby, and (d) the transmittal by Seller promptly after the Execution Date of all required notices necessary to seek waivers of preferential purchase rights and consents necessary for the transfer of the Properties to Buyer and/or a Permitted Assignee, followed by commercially reasonable efforts until Closing to obtain such waivers and consents. Seller shall submit the form of all such notices to Buyer for prior approval, which shall not be unreasonably withheld, conditioned, or delayed, and Buyer shall promptly respond with any proposed revisions or additions thereto. Promptly after Closing, Buyer shall: (i) record the Assignment and all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, the records of all state and federal governmental authorities and Buyer shall provide to Seller copies of such recorded documents; provided, however, (ii) actively pursue the approval of all Customary Post-Closing Consents from the applicable governmental authorities; (iii) actively pursue all other consents and approvals that in no event shall the Company or any of its Subsidiaries may be required in connection with the assignment of the Properties to pay Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such other consents and approvals, at Buyer’s sole cost and expense; and (iv) deliver all notices that may be required in connection with the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation assignment of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected Properties to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals Buyer and the Parent Approvalsassumption of the rights, from Governmental Entitiesinterests, obligations and liabilities assumed by Buyer hereunder.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Purchaser shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, 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 Law or otherwise to consummate and make effectiveeffective the Offer and the other transactions contemplated by this Agreement, as promptly as practicable (including, in the case of the Company, to seek any consents and/or waivers that may be required to avoid any acceleration or pre-payment of any borrowed sums or otherwise in connection with the consummation of the Offer or the other transactions contemplated hereby under Contracts relating to the Company Group’s outstanding indebtedness for borrowed money), (ii) take such actions (if any) as may be required to cause the expiration of the notice or suspension periods or to obtain approvals under Competition Laws and other applicable Laws with respect to such transactions as promptly as practicable after the 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, Purchaser or the Company, or any of their respective Subsidiaries, to consummate the Offer as promptly as practicable, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the Offer authorization, execution and Merger delivery of this Agreement and the other consummation of the transactions contemplated hereby, including the Offer, and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Purchaser or the obtaining Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, (iv) cause the satisfaction of the Offer Conditions, (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, in each case until the issuance of a final, non-appealable Order, (vi) 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, non-appealable Order, (vii) prepare and file as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Offer required under any applicable Competition Law and other applicable Laws, (viii) to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Offer or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (ix) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals. Notwithstanding anything to the contrary in this Agreement, clearanceParent, Purchaser or any of their respective Affiliates shall not be required to become subject to, or waiver fromconsent or agree to or otherwise take any action with respect to, any Order, requirement, condition, understanding or agreement of or with a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to avoid an action conduct, restrict, operate, invest or proceeding by, otherwise change the assets or business of Parent or any Governmental Entity, (ii) the obtaining of all necessary consents, approvals its Affiliates or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feeAffiliates, penalties if such consent, agreement or other consideration to any third party to obtain any consent action would, or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent to, (1) have a material adverse effect on the assets, financial condition, or materially delay or impede the receipt results of any necessary actions or nonactionsoperations of Parent and its Subsidiaries (including, waiversfor these purposes, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent ApprovalsCompany Subsidiaries) taken as a whole (after giving effect to the Acceptance Time) or (2) require Parent, from Governmental Entitiesits Subsidiaries or the Company or the Company Subsidiaries to take any steps or actions that may be materially impracticable or that would violate, or cause any of them not to comply with, their continuing regulatory obligations (including those of the UK Listing Rules of the FCA).

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, BGC Partners, Holdco and the Merger Subs, on the one hand, and each of BGC Holdings and the parties hereto BGC Holdings GP, on the other hand, shall use cooperate with the other and use, and shall cause their respective Subsidiaries to use, its reasonable best efforts to (a) take, or to cause to be taken, all actions, to fileand do, or cause to be fileddone, all documents and to dothings, necessary, proper or advisable to cause the conditions to the Closing to be donesatisfied as promptly as practicable (and in any event no later than the Termination Date), and to assist consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to cooperate with the effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other parties in doingdocuments (including any required or recommended filings under applicable Regulatory Laws), (b) obtain promptly all things approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including by this Agreement and (ic) the obtaining 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 necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, defend any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Offer or transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, none of BGC Partners, Holdco, the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event Subs or their respective Subsidiaries shall the Company or any of its Subsidiaries be required to, and none of BGC Holdings, the BGC Holdings GP and their respective Subsidiaries shall, without the prior written consent of BGC Partners, take any action, or commit to pay prior to the Board Appointment Date take any feeaction, penalties or other consideration agree to any third party to obtain any consent condition or approval required for limitation, in each case contemplated by this Section 5.4 that is not conditioned on the consummation of the Offer Mergers or that would result in, or would be reasonably likely to result in, individually or in the aggregate, a material adverse effect on BGC Holdings, BGC Partners and their respective Subsidiaries, taken as a whole, after giving effect to the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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.

Efforts. (a) Subject to Parent and the terms and conditions set forth in this Agreement, each of the parties hereto Company shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions necessary to fileconsummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable During the Pre-Closing Period: (i) the Company shall use reasonable best efforts to take, or cause to be filedtaken, all documents actions necessary to satisfy the conditions set forth in Section 7, consummate the Merger and to do, or to cause to be done, and to assist and to cooperate with make effective the other parties in doing, all things necessary, proper or advisable to consummate and make effective, transactions contemplated by this Agreement as promptly as practicable; and (ii) Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions necessary to satisfy the Offer conditions set forth in Section 8, consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable. Without limiting the generality of the foregoing, each party to this Agreement: (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 Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, by this Agreement; 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 necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the obtaining Merger or any of all necessary consentsthe other transactions contemplated by this Agreement. For purposes of this Section 5.1, approvals “reasonable best efforts” of Parent (or waivers from third partiesits Affiliates, if applicable) shall not require (nor shall anything in this Section 5.1 or otherwise in this Agreement require) Parent (or its Affiliates, if applicable) to (y) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (iii1) the giving sale, divestiture, license or other disposition of noticeany and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Parent (or its Affiliates, if requiredapplicable), under real property leaseson the one hand, and the Company (ivand its Affiliates, if applicable) on the defending other hand; and (2) any other restrictions on the activities of Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand; or (z) contest, defend, or appeal any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesMergers.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action Action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesagreement.

Efforts. (a) Subject In furtherance and not in limitation of the foregoing, if and to the terms extent advisable and conditions necessary to obtain the expiration or termination of the waiting period pursuant to the HSR Act and any approvals or consents of each Governmental Authority as set forth on Section 7.1(b) of the Company Disclosure Letter, as soon as reasonably practicable and in this Agreementany event prior to the Termination Date, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer Parent and Merger Sub shall (and the other transactions contemplated hereby, including shall cause their respective controlled Affiliates to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (A) the obtaining sale, divestiture, license or other disposition of any and all necessary actions of the capital stock, share capital or nonactionsother equity or voting interest, waiversassets (whether tangible or intangible), consentsrights, clearancesproperties, approvalsproducts or businesses of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and expirations or terminations of waiting periods, including the Company Approvals and its Subsidiaries, on the other hand; and (B) any other restrictions on the activities of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Parent ApprovalsCompany and its Subsidiaries, from Governmental Entities on the other hand; 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 consentscontest, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of defend and appeal any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Merger; provided, however, that, notwithstanding anything in the Agreement or this Section 6.2(b) to the contrary, nothing in this Agreement shall limit the obligation of Parent and Merger Sub to, and Parent and Merger Sub hereby agree that they shall, and shall cause each of their respective controlled Affiliates to, take any and all steps necessary to eliminate each and every impediment under any Antitrust Laws, Foreign Investment Laws or other Legal Restraints to consummate the Merger and the other transactions contemplated hereby and (v) prior to the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyTermination Date; provided, provided however, that in no event shall Parent, Merger Sub or their respective Affiliates be required to (and the Company and its Subsidiaries and controlled Affiliates shall not, without Parent’s prior written consent) take any of the actions described in this Section 6.2(b) if they would have a material adverse impact on (x) the business or assets of Parent, Merger Sub and their respective controlled Affiliates (taken as a whole), on the one hand or (y) the business or assets of the Company and its Subsidiaries (taken as a whole), on the other hand; provided, further, that Parent and Merger Sub shall not be obligated to take or agree to take any action with respect to the Company or any of its Subsidiaries the effectiveness of which is not conditioned on the Closing occurring. In no event shall Parent, Merger Sub or their respective Affiliates be required to pay agree to obtain prior approval or other approval from a Governmental Authority, or submit a notification or otherwise notify a Governmental Authority, prior to consummating any future transaction (other than the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiestransactions contemplated by this Agreement).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Party shall use (and shall cause its Subsidiaries and Control Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to take, or to cause to be taken, all actions, to filetake promptly, or cause to be filedtaken promptly, all documents actions, and to dodo promptly, or to cause to be donedone promptly, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of preparing and filing all necessary actions or nonactionsdocumentation to effect all material notices, reports and other filings and to obtain all material consents, approvals, registrations, authorizations, waivers, consents, clearances, approvals, Permits 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 Orders necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, be obtained from any third party (including any Governmental Entity, ) in order to consummate the Merger and the other transactions contemplated by this Agreement and (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of against and resolving any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Merger or the Merger and any of the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay to, prior to the Board Appointment Date Effective Time, pay any fee, penalties penalty or other consideration to any third party (other than any filing fee payable to obtain a Governmental Entity) for any consent or approval required under any Contract or other arrangement for the consummation of the Offer Merger or any of the other transactions contemplated by this Agreement; provided, further, the Company and its Subsidiaries shall agree to pay any such fee, penalty or other consideration to the extent reasonably directed by the Parent so long as any such fee, penalty or other consideration is not due unless the Closing occurs or the Merger. No party hereto shall take any action that would reasonably be expected to prevent Parent advances or materially delay or impede reimburses (promptly upon the receipt request of the Company) the Company and its Subsidiaries for the full amount of any necessary actions such fee, penalty or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals other consideration and the Parent Approvalsshall indemnify and hold harmless the Company, its Subsidiaries and its and their Representatives from Governmental Entitiesand against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the payment of any such fee, penalty or other consideration.

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 taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Entity that could prevent or delay the transactions or the consummation of the transactions contemplated hereby and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries or Parent or Merger Sub be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party (other than with respect to obtain Parent and Merger Sub, any filing fees to any Governmental Entity) for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, 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 Law or otherwise to consummate and make effectiveeffective the Merger, the Offer 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 execution of this Agreement; (iii) (I) obtain as promptly as practicable (A) from any Governmental Entity any and all consents, notices, licenses, permits, waivers, approvals, authorizations, orders, registrations, rulings and clearances 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 Business Days prior to the Offer Outside Date, and Merger 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 other consummation of the transactions contemplated hereby, including the Merger and the Offer, and (iB) the obtaining of from any Third Party any and all necessary actions or nonactionsconsents, notices, licenses, permits, waivers, approvals, authorizations and registrations 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, and in the case of this clause (B), such consents and notices set forth in Annex C and such other consents and notices 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; and (II) prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents necessary to obtain the consents, clearances, approvalsapprovals and other deliverables set forth in clauses (A) and (B) above, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of take all necessary registrations and filings and the taking of all reasonable 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 such consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, and other deliverables; (iv) cause the defending satisfaction of any all conditions to the Offer set forth in Annex A and cause the satisfaction of all conditions to the Merger set forth in Article 7, in each case, within its control; (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, in each case until the issuance of a final, nonappealable Order; (vvi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the execution and delivery ability of any additional instruments reasonably necessary the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order; providedand (vii) as promptly as reasonably practicable after the date hereof, howevermake all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Merger and the Offer required under any other applicable Law, provided that in no event all filing fees related to the filings by the Parties under any Competition Laws shall borne by Parent. Notwithstanding anything to the contrary herein, the Company or any of its Subsidiaries shall not be required to pay prior to the Board Appointment Date Effective Time to pay any consent or other similar fee, penalties “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any third party Contract), or the provision of additional security (including a guaranty) or otherwise incur or assume or agree to obtain incur or assume any consent or approval required for liability that is not conditioned upon the consummation of the Offer Merger, to obtain any consent, waiver or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt approval of any necessary actions or nonactionsPerson (including any Governmental Entity) under any Contract. Each Party shall file no later than 20 Business Days after the date of this Agreement the notification and report forms required under the HSR Act, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including unless the Company Approvals and the Parent Approvals, from Governmental EntitiesParties mutually agree in writing that a filing is not necessary.

Efforts. Each of Wave and Takeda hereby covenants and agrees to use reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing, or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. In connection with the foregoing notifications and filings under the HSR Act, the Parties will each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ or FTC relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party will (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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with promptly inform the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending Party of any lawsuits written or other legal proceedings, whether judicial oral communication received from DOJ or administrative, challenging this Agreement FTC relating to its HSR Filing or the consummation of the Offer or the Merger and the other transactions contemplated hereby (and if in writing, furnish the other Party with a copy of such communication); (vb) respond as Portions of this Exhibit, indicated by the execution mxxx “[***],” were omitted and delivery have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 121 promptly as practicable to any additional instruments reasonably necessary to consummate request from DOJ or FTC for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ or FTC with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ or FTC in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law or DOJ or FTC, gives the other Party the opportunity to attend and participate therein; provided, however, that in no event shall such Party will not be under any obligation to reschedule any meetings or conferences with the Company FTC, the DOJ, or any other applicable Governmental Authority to enable the other Party to attend. The Parties will consult and cooperate with each other, and consider in good faith the views of its Subsidiaries be required to pay prior to the Board Appointment Date one another, in connection with any feeanalyses, penalties appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or other consideration submitted by or on behalf of any Party in connection with proceedings under or relating to any third party to obtain any consent Antitrust Law, except as may be prohibited or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesrestricted by Law.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be donedone promptly, and to assist and to cooperate with the each other parties in doing, all things necessary, proper or advisable under Law to consummate and make effective, as promptly as practicable, effective the Offer and Merger Management Business Sale and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Management Business Sale and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i)(x) to make appropriate filings of a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date hereof and (y) to make any other filings pursuant to applicable Regulatory Laws with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) to use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, Governmental Authorities or any other Person in connection with the execution and expirations or terminations delivery of waiting periodsthis Agreement, and the consummation of the Management Business Sale and the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvalsany such consents, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps approvals, permits or authorizations as may be necessary to avoid a material Violation of any Specified Contract, (B) timely completing all necessary documentation and related forms or paperwork as may be required for all such filings, and (C) timely making all such filings to obtain an approvalall consents, clearanceapprovals, or waiver frompermits and authorizations, or (iii) to avoid an action or proceeding byfurnish promptly to the other party, 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 may reasonably request in connection with their preparation of necessary filings, registrations, and submissions of information to any Governmental EntityAuthority, including any filings under the Regulatory Laws, (iiiv) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all necessary other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers from third parties, (iii) and to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior applicable waiting periods with respect to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Management Business Sale under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede other applicable Regulatory Laws as promptly as practicable and in any event no later than the receipt of any 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 EntitiesEnd Date.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, 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 or otherwise to consummate and make effective, effective the Transactions as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, periods from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, including in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers 66 from third parties, Persons and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Proceedings by any Governmental Authority or any other legal proceedings, whether judicial or administrative, Person challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyTransactions; provided, however, provided that in no event shall the Company or any of its the Company Subsidiaries be required to pay prior to the Board Appointment Date Closing any fee, penalties penalty or other consideration to any third party to obtain Person for any consent or approval required for the consummation of the Offer Transactions under any Contract. Parent shall not and shall cause its Affiliates to not make any investment, acquisition, joint venture or the Merger. No party hereto shall take any action that other business combination if such investment, acquisition, joint venture or business combination would reasonably be expected to materially delay, impede or prevent the satisfaction of the Offer Conditions set forth in clauses (ii) or materially delay (iii)(A) of Exhibit A (but for purposes of clause (iii)(A) of Exhibit A only if any such Order or impede the receipt of Applicable Law arises under any necessary actions or nonactions, waivers, consents, clearances, approvals, Regulatory Law. The Company shall not and expirations or terminations of waiting periods, including shall cause the Company Approvals and Subsidiaries to not make any investment, acquisition, joint venture or any other business combination if such investment, acquisition, joint venture or business combination would reasonably be expected to materially delay, impede or prevent the Parent Approvals, from Governmental Entitiessatisfaction of the Offer Conditions set forth in clauses (ii) or (iii)(A) of Exhibit A (but for purposes of clause (iii)(A) of Exhibit A only if any such Order or Applicable Law arises under any Regulatory Law.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, 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 Law to consummate the Transactions as soon as reasonably possible (and make effective, as promptly as practicable, in any event prior to the Offer and Merger and the other transactions contemplated herebyEnd Date), including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, clearancesregistrations, approvalspermits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions. The parties hereto understand and agree that the obligations of Parent under this Section 8.01 include taking, and expirations causing its Subsidiaries to take, all actions necessary 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 necessary to obtain an approval, clearance, or waiver from, or appropriate to avoid an action or proceeding by, eliminate each and every impediment under any Governmental Entity, (ii) the obtaining of all necessary consents, approvals Applicable Law or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or otherwise so as to enable the consummation of the Offer Transactions to occur as soon as reasonably possible (and in any event prior to the End Date), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the Merger Transactions; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the other transactions contemplated hereby and (v) the execution and delivery sale, divestiture or disposition of businesses, product lines or assets of Parent, any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedof its Subsidiaries, however, that in no event shall or those of the Company or any of its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries be required (including those of the Company and each of its Subsidiaries); (D) otherwise taking or committing to pay prior take actions that after the Closing would limit Parent’s or its Subsidiaries’ (including the Company’s or its Subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the Board Appointment Date businesses, product lines or assets of Parent or its Subsidiaries (including the Company or any feeof its Subsidiaries) (each of the foregoing described in any of Section 8.01(a)(A) through (D), penalties a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the Transactions or the other consideration to any third party to obtain any consent Transaction Documents or approval required for which would otherwise prohibit, materially delay or materially impair the consummation of the Offer Transactions or the Mergerother Transaction Documents; and (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the Transactions. No party hereto If requested by Parent, the Company and each of its Subsidiaries shall take agree to any action Regulatory Concession; provided that would reasonably none of the Company or the Company’s Subsidiaries shall be expected required to prevent agree to any Regulatory Concession that is not conditioned upon consummation of the Transactions; provided further that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 8.01 or materially delay or impede the receipt any other provision of any necessary actions Transaction Document shall require Parent to accept any Regulatory Concessions (including, solely for purposes of this proviso, with respect to (i) any investment fund, investment vehicle, or nonactionsmanagement or advisory entity managed by, waiversadvised by, consentsmanaging, clearancesadvising, approvalsor affiliated with Parent; or (ii) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity) other than with respect to Parent and expirations or terminations of waiting periodsParent’s Subsidiaries (including Merger Sub, including the Company Approvals and the Parent Approvals, from Governmental Entitiesits Subsidiaries).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Sellers and the Purchaser Group shall use its their respective reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger Sale and the other transactions contemplated herebyby this Agreement as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsdecisions, and declarations, approvals and, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including in connection with any Antitrust Law (all of the foregoing, collectively, the "Governmental Consents"); (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, ; and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebythis Agreement. To the extent any out‑of‑pocket fees or expenses are required to be paid to third parties in connection with the transfer at Closing, or the use by the Purchaser Group or its Affiliates following the Closing, of contractual rights or licenses related to software used in the Business, the Sellers and the Purchaser Group shall each pay fifty percent (50%) of all such fees or expenses; provided, however, that in no event shall the Company Sellers shall, jointly and severally, pay one hundred percent (100%) of any such fees and expenses (A) payable pursuant to the SAP Contract or any of Contracts with Oracle Corporation or its Subsidiaries Affiliates or (B) which constitute Losses for which the Purchaser Indemnified Parties would otherwise be required to pay prior indemnified pursuant Section 9.2, subject to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation terms of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesArticle IX.

Efforts. (a) Subject to the terms Buyer and conditions set forth in this Agreement, Seller will each of the parties hereto shall use its their respective commercially reasonable best efforts (i) to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, 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 Law or otherwise to consummate and make effectiveeffective the transactions contemplated by this Agreement, as promptly as practicable, (ii) to successfully complete the Offer China Closing and Merger obtain from any Governmental Authorities any material Permits and Licenses or approvals required to be obtained by Buyer or Seller or any of their Subsidiaries in connection with the transfer of the Equity Interests to Buyer and the consummation of the other transactions contemplated hereby, including (iii) to thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under (A) any antitrust or competition laws applicable to the transactions contemplated by this Agreement within 10 Business Days from the date hereof, (B) any Applicable Law with respect to the assignment or licensing of Intellectual Property, promptly after the License Agreement and Intellectual Property Assignments are duly executed, and (C) any other Applicable Law. Each of Buyer and Seller (or their respective Affiliates) shall consult in advance, and consider in good faith the views of the other in connection with any proposed written or material oral communication with any Governmental Authority regarding antitrust matters, and shall share with each other copies of all written communications, subject to such confidentiality restrictions as may be reasonably requested. Neither Buyer nor Seller, nor any of their respective Affiliates, shall participate in any meeting with any Governmental Authority on antitrust matters unless it first consults with the other in advance, and to the extent permitted by such Governmental Authority, gives the other the opportunity to be present thereat. Each of Buyer and Seller shall be responsible for legal fees incurred and filing fees required to be paid by it or their respective Affiliates in connection with any antitrust filing, and such fees shall not be split with or reimbursed by the other. Nothing contained in this Section 7.03 shall be construed as requiring Buyer or Seller to agree to any terms or conditions that would impose (i) the obtaining any limitations on Buyer’s or Seller’s ownership or operation of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations any portion 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 necessary to obtain an approval, clearancetheir respective, or waiver fromany of their respective Subsidiaries’, businesses or assets, or to avoid an action compel Buyer or proceeding bySeller to dispose of or hold separate all or any portion of their respective, or any Governmental Entityof their respective Subsidiaries’, businesses or assets, (ii) any limitations on the obtaining ability of all necessary consents, approvals Buyer to acquire or waivers from third partieshold or to exercise full rights of ownership of the Equity Interests, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company obligations on Buyer or any of its Subsidiaries be required or Seller or any of its Subsidiaries to pay prior to the Board Appointment Date maintain facilities, operations, places of business, employment levels, products or businesses or (iv) any feeother obligation, penalties restriction, limitation, qualification or other consideration to any third party to obtain any consent conditions on its ownership or approval required for the consummation operation of the Offer Business, the Zhuhai Business or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions of their assets, businesses or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesoperations.

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Merger up to a total of $10,000 without the Mergerprior consent of Parent. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 commence and consummate the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, 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) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article 7, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement ; provided, however, that in no event shall the Company or any of its Subsidiaries (A) be required to pay prior to the Board Appointment Date Acceptance Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or agreement or (B) pay any fee, penalty or other consideration to any third party of more than $10,000 individually or $50,000 in the Merger. No party hereto shall take aggregate for any action that would reasonably be expected consents or approvals required for the consummation of the transactions contemplated by this Agreement under any contract or agreement without the prior written consent of Parent to prevent or materially delay or impede the receipt of any 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 Entitiessuch payment.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent - 41 - 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, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any 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 Entitiesdelayed.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions set forth in this AgreementSeller shall, each of the parties hereto and shall cause their respective Affiliates to, use its reasonable their respective best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, 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 any applicable Law to consummate and make effective, effective as promptly as practicable, reasonably practicable (but subject to the Offer and Merger proviso to the first sentence of Section 2.3) the Transaction and the other transactions contemplated herebyby this Agreement, including (i) the obtaining preparation and filing of all necessary actions or nonactionsforms, waiversregistrations, consents, clearances, approvals, Filings and expirations or terminations of waiting periods, including notices required to be filed to satisfy 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 necessary conditions precedent 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or (including those set forth in Section 8.1) and to consummate the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement as soon as practicable and (vii) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and the other transactions contemplated hereby; providedby this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, howeverPurchaser and Seller shall, that and shall cause their respective Affiliates to, use their respective best efforts to obtain (and shall cooperate with each other in no event obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Seller, the Company other Seller Entities or the Purchased Entities (or Subsidiaries thereof) or any of its Subsidiaries be required to pay prior to their Affiliates in connection with the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Transaction or the Mergerother transactions contemplated by this Agreement. No party hereto Additionally, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval necessary to be obtained prior to the receipt of any necessary actions or nonactionsClosing. Without limiting the foregoing, waivers, consents, clearances, approvalsPurchaser shall not, and expirations shall cause its Affiliates not to, acquire or terminations of waiting periodsagree to acquire, including by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to impair or materially delay the Company Approvals and obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Parent Approvals, from Governmental EntitiesClosing.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions set forth in this AgreementSeller shall, each of the parties hereto and shall cause their respective Affiliates to, use its their respective reasonable best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, 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 any applicable Law to consummate and make effective, as promptly as practicable, effective in the Offer and Merger most expeditious manner possible the Transaction and the other transactions contemplated herebyby this Agreement, including (i) the obtaining preparation and filing of all necessary actions or nonactionsforms, waiversregistrations, consents, clearances, approvals, Filings and expirations or terminations of waiting periods, including notices required to be filed to satisfy 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 necessary conditions precedent 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or (including those set forth in Section 8.1) and to consummate the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement as soon as practicable and (vii) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and the other transactions contemplated hereby; providedby this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, howeverPurchaser and Seller shall, that and shall cause their respective Affiliates to, take all actions necessary to obtain (and shall cooperate with each other in no event obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Seller or the Company other Seller Entities or any of its Subsidiaries be required to pay prior to their Affiliates in connection with the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Transaction or the Mergerother transactions contemplated by this Agreement. No party hereto Additionally, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval necessary to be obtained prior to the receipt of any necessary actions or nonactionsClosing. Without limiting the foregoing, waivers, consents, clearances, approvalsPurchaser shall not, and expirations shall cause its Affiliates not to, acquire or terminations of waiting periodsagree to acquire, including by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to impair or materially delay the Company Approvals and obtaining of, or result in not obtaining, any Regulatory Approval required to be obtained prior to the Parent Approvals, from Governmental EntitiesClosing.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause their respective Subsidiaries and controlled Affiliates to, use its their reasonable best efforts to take, or fulfill all conditions to cause Closing applicable to be taken, all actions, such party pursuant to file, or cause to be filed, all documents this Agreement and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner reasonably practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of using reasonable best efforts to (A) obtain 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 applicable Governmental Entities and the making of Self-Regulatory Organizations and (B) make all necessary registrations and filings and the taking of use reasonable best efforts to take all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding Action by, any Governmental EntityEntity or Self-Regulatory Organization, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, parties (other than Governmental Entities or Self-Regulatory Organizations) and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries controlled Affiliates be required to (A) pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval under any contract or agreement required for the consummation of the Offer transactions contemplated by this Agreement or the Merger. No party hereto shall take (B) agree to any material term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that would reasonably be expected to prevent imposed, required or materially delay or impede the receipt requested by any Governmental Entity in connection with its grant of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsapprovals with respect to the transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entitiesunless such term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed is binding on the Company or any of its controlled Affiliates only in the event that the Closing occurs.

Efforts. (a) Subject to Each of the terms Company and conditions set forth the Purchasers shall, and, in this Agreementthe case of the Company, shall cause each of the parties hereto shall its Subsidiaries to, use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, to: (i) as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, obtain from any governmental approval (including (iHxxx-Xxxxx-Xxxxxx approval) the obtaining of all necessary actions required to be obtained or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including made by the Company Approvals or any of their Subsidiaries in connection with the authorization, execution and the Parent Approvals, from Governmental Entities and the making delivery 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the Offer transactions contemplated hereby; and (ii) as promptly as practicable, make all necessary filings, notifications, and thereafter make any other required submissions, with respect to this Agreement required under the Exchange Act, any other applicable federal or state securities laws or any other applicable law. Each of the Merger Company and the other Purchasers agree to use commercially reasonable efforts to take any and all actions required in order to consummate the transactions contemplated hereby in this Agreement and the Stockholders Agreement, including, without limitation: (vi) to obtain from any third party any consents, licenses, Permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (provided, however, that in connection therewith, without the prior written consent of the Purchasers, none of the Company or its Subsidiaries will make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations); and (ii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedby, howeverand to fully carry out the purposes of, that this Agreement. Each party shall have the right to review in no event shall the Company or any of its Subsidiaries be required to pay prior advance, and to the Board Appointment Date extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to any feefiling made with, penalties or other consideration to written materials submitted to, any third party or any governmental or regulatory entity in connection with the transactions contemplated by this Agreement (including all reports required to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including filed by the Company Approvals with the SEC between the date hereof and the Parent Approvals, from Governmental EntitiesClosing).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Parties shall use its (and shall cause their respective Subsidiaries and controlled Affiliates to use) their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyContemplated Transactions as promptly as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Approvals and the Parent Required 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, clearance, clearance or waiver from, or to avoid an action Action or proceeding Legal Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or challenging, hindering, impeding, interfering with or delaying the consummation of the Offer or the Merger and the other transactions contemplated hereby Contemplated Transactions, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity in connection with the foregoing vacated or reversed and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyContemplated Transactions; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer Contemplated Transactions under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. From the date hereof until the earlier of the Backstop Closing and the date that this Agreement is terminated pursuant to Section 9.1, Investor and the Company shall (a) Subject use commercially reasonable efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, or expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely obtaining all such consents, permits, authorizations, waivers, clearances, approvals, expirations or terminations; (b) use commercially reasonable 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; (c) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and supply to the terms other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filing, investigation or inquiry concerning the transactions contemplated hereby, and conditions set forth consult with the other party in this Agreementadvance of, each of and to the parties hereto shall extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate in, such meeting, discussion or communication; and (d) use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to fileother actions and do, or cause to be fileddone, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger Backstop Closing and the other transactions contemplated hereby. Notwithstanding the foregoing, including (i) the obtaining nothing in this Agreement shall be deemed to require Investor or any 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 necessary its Affiliates to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, enter into any agreement with any Governmental Entity, (ii) the obtaining of all necessary consentsor to consent to any authorization, approvals consent or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending approval of any lawsuits Governmental Entity, requiring Investor or other legal proceedingsany of its Affiliates to hold, whether judicial separate or administrativedivest, challenging this Agreement or to restrict the consummation dominion or Control of, any of its assets or businesses or any of the Offer stock, assets or the Merger and the other transactions contemplated hereby and (v) the execution and delivery business of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedInvestor, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiestheir Affiliates.

Efforts. Buyer shall use commercially reasonable efforts (awithout the obligation to incur any undue expense) Subject to assume and perform all of the obligations under the Transferred Rights, Obligations and Agreements. To the extent that the assignment or novation of any of the Transferred Rights, Obligations and Agreements, or the assignment under (S)2.1 above, shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither the agreements contemplated by this Agreement nor any actions taken hereunder pursuant to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending provisions of any lawsuits such agreements shall constitute an assignment or other legal proceedings, whether judicial novation or administrative, challenging this Agreement an agreement to assign or novate if such assignment or novation or attempted assignment or novation would constitute a breach thereof or result in the consummation of the Offer loss or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebydiminution thereof; provided, however, that in no event each such case, Xxxx and Buyer shall use commercially reasonable efforts (without the Company or obligation to incur any undue expense) to obtain the consent of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or such other consideration to any third party to obtain an assignment or novation to Buyer. Notwithstanding the foregoing, it shall be a condition to closing that any consent or approval consents required for the consummation assignment of the Offer Transferred Rights, Obligations and Agreements designated by Buyer shall have been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, Xxxx shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and Agreements, including appointing Buyer to act as its agent to perform all of Dana's obligations under such Transferred Rights, Obligations and Agreements and to collect and promptly remit to Buyer all compensation payable pursuant to those Transferred Rights, Obligations and Agreements and to enforce, for the account and benefit of Buyer, any and all rights of Xxxx against any other person arising out of the breach or cancellation of such Transferred Rights, Obligations and Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the Merger. No party hereto shall parties hereto, a deemed assignment or transfer); provided that, to the extent that Buyer requires Xxxx to undertake any services or take any action actions in furtherance of the performance of such Transferred Rights, Obligations and Agreements, any such services or actions shall be the subject of a separate agreement that would reasonably the parties shall, in good faith, negotiate as promptly as possible and which shall be expected mutually acceptable to prevent or materially delay or impede the receipt parties. Each party shall be responsible for all of any necessary its costs and expenses incurred by it in connection with the actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations required of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesit under this (S)2.15.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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 the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any 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 Entitiesdelayed.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Party shall use its commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate under applicable Laws and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary regulations to consummate the transactions contemplated hereby; provided, however, that in no event shall by this Agreement (including the Company or any receipt of its Subsidiaries be required all applicable Consents of Governmental Authorities) and to pay prior comply as promptly as practicable with all requirements of Governmental Authorities applicable to the Board Appointment Date transactions contemplated by this Agreement. Each Seller that owns any fee, penalties Company Interests of a Target Company agrees (i) to be present at each and any meeting of such Target Company’s members and vote (or other consideration consent to any third party to obtain any action by written consent or approval required for the consummation resolution) (X) in favor of the Offer or transactions contemplated by this Agreement, the Merger. No party hereto shall take Ancillary Documents, any action amendments to the Target Company’s Organizational Documents, and any other reasonable actions required in furtherance thereof (the “Transactions”); and (Y) against any Acquisition Proposal and any and all other proposals that would could reasonably be expected to prevent or materially delay or impede impair the receipt ability of any necessary actions Target Company to consummate the Transactions; (ii) subject to the terms of this Agreement, to execute and deliver all related documentation and take such other action in support of the Transactions as shall be reasonably requested by Purchaser in order to carry out the terms and provisions of this Agreement and any Ancillary Document; (iii) to not (X) deposit any equity interests owned by such Seller in a voting trust or nonactionssubject any equity interests to any arrangement or agreement with respect to the voting of such equity interests, waiversunless specifically requested to do so by the Purchaser in connection with the Transactions, consentsor (Y) make, clearancesor in any manner participate in, approvalsdirectly or indirectly, a solicitation of proxies or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Transactions; (v) except as otherwise provided herein, not to transfer, offer for sale, sell, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of any equity interests in any Target Company; and expirations (v) not to take any other action that would have the effect of preventing, impeding, interfering with or terminations adversely affecting any Seller’s ability to perform its obligations under this Agreement or any Ancillary Document as of waiting periodsthe Closing Date. Notwithstanding anything herein to the contrary, including each Seller may Transfer all or any portion of its Company Interests to any Founder, any of such Founder's Immediate Family Members or any entity controlled by such Founder or such Founder's Immediate Family Members or a trust for the benefit of such Founder or his Immediate Family Members or any combination of the foregoing so long such recipient executes and delivers a joinder to this Agreement in a form reasonably satisfactory to the Purchaser agreeing to be bound by the terms and conditions of this Agreement as a Seller with respect to the Company Approvals and the Parent Approvals, from Governmental EntitiesInterests Transferred.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall agrees to use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective as promptly as practicable, practicable the Offer transactions contemplated hereby and Merger and to cooperate with the other parties in connection with the foregoing, including using its reasonable best efforts (i) to the extent requested by the other party, to obtain all necessary waivers, consents and approvals from other parties to Contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Applicable Law, including without limitation the expiration of the waiting period under the HSR Act, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, including (i) the obtaining 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 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsto effect all registrations and filings, whether judicial or administrativeif any, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, howeverand (v) to fulfill all conditions to this Agreement (including, without limitation, those conditions set forth in Sections 10.2 and 10.3 below). The Seller and the Purchaser further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. 7.5 Antitrust Approval. Without limiting Section 7.4, the Purchaser and the Seller shall make their respective commercial best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Body with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible (and in any event no event shall later than July 31, 2002) including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Company sale, divestiture or disposition or such assets or businesses of the Purchaser or any of its Subsidiaries or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Purchaser or its Subsidiaries as may be required in order to pay prior avoid entry of, or to effect the Board Appointment Date dissolution of, any feeinjunction, penalties temporary restraining order, or other consideration to order in any third party to obtain any consent suit or approval required for proceeding, which would otherwise have the consummation effect of preventing or delaying the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesClosing.

Efforts. (ad) Subject to the terms and conditions set forth in of this Agreement, each of Parent and the parties hereto Company shall, and shall cause their respective Subsidiaries to use its reasonable best efforts (i) to take, or to cause to be taken, all actionsactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Annex A and Article VII hereof, to fileconsummate the transactions contemplated by this Agreement, or cause including the Transactions, as promptly as practicable and (ii) to be filed, all documents and to do, or to cause to be done, and to assist obtain (and to cooperate with the other parties Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required to be obtained by Parent or the Company or any of their respective Subsidiaries in doingconnection with the Transactions and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. Parent shall, and shall cause its Subsidiaries to, promptly take any and all things necessarysteps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act and any other applicable U.S. or foreign competition, proper antitrust, merger control or advisable investment Laws (together with the HSR Act, “Antitrust Laws”) that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the Parties to consummate and make effective, the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the Offer and Merger sale or disposition of, or prohibition or limitation on the ownership or operation by Parent and the other transactions contemplated herebyCompany or any of their respective Subsidiaries of, including (i) the obtaining of all necessary actions such assets 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 businesses as may be necessary required in order to obtain an approval, clearance, or waiver fromavoid the entry of, or to avoid an effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions. Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that (x) no requirement for any non-action by or consent or approval of the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding by, with respect to any Governmental Entity, Antitrust Laws and (iiz) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of no other matter relating to any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Antitrust Laws would preclude consummation of the Offer or the Merger and by the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesOutside Date.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective as promptly as practicable, practicable the Offer transactions contemplated hereby and Merger and to cooperate with the other transactions contemplated herebyin connection with the foregoing, including using its commercially reasonable efforts (i) the obtaining of to obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, consents and expirations approvals from other parties to the Contracts listed in Exhibit 7.2(c)(i) or terminations of waiting periods, including the Company Approvals such other parties as Purchaser may reasonably request (it being understood and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may agreed that Sellers shall not be necessary required to make any payment or furnish any other consideration to obtain an approval, clearance, any such consent) and to send notices to customers and data source providers in the manner required in any Acquired Customer Contract or waiver from, or to avoid an action or proceeding by, any Governmental EntityAcquired Data Sourcing Contract, (ii) the obtaining of subject to Sections 5.2(b) and 5.2(c), to obtain all necessary consents, approvals and authorizations that are required to be obtained under any federal, state, local or waivers from third partiesforeign law or regulation (it being understood and agreed that except with respect to registration and filing fees, Sellers and Purchaser shall not be required to make any payment or furnish any other consideration or make any accommodation to obtain any such consent, approval or authorization), (iii) the giving of noticesubject to Section 5.2(c), if required, under real property leases, (iv) the defending of to lift or rescind any lawsuits injunction or restraining order or other legal proceedings, whether judicial or administrative, challenging this Agreement or order adversely affecting the consummation ability of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary parties hereto to consummate the transactions contemplated hereby; provided, however(iv) to effect all necessary registrations and filings, that in no event shall the Company if any and (v) to fulfill all conditions to this Agreement. Sellers and Purchaser further covenant and agree, with respect to any threatened or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties pending preliminary or permanent injunction or other consideration to any third party to obtain any consent order, decree or approval required for ruling or statute, rule, regulation or executive order that would adversely affect the consummation ability of the Offer or parties hereto to consummate the Merger. No party hereto shall take any action that would reasonably be expected transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or materially delay or impede promulgation thereof, as the receipt of any 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 Entitiescase may be.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of Parent and the parties hereto Company shall use its their reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties one another in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from any Governmental Entities Entity and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action Action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesany other Person, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and the other transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any Contract, agreement or otherwise. Neither the Company nor Parent shall, nor shall the Company or Parent permit any their respective Affiliates to (1) agree to extend any applicable waiting period pursuant to any Antitrust Law with respect to the transactions contemplated hereby or otherwise agree to not consummate the Merger or the Merger. No transactions contemplated by this Agreement with any Governmental Entity or Person without the prior written consent of the other party hereto (which consent shall take not be unreasonably withheld or delayed) or (2) enter into or consummate any action that transaction, agreement, arrangement, or acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be expected to prevent or materially impair, materially delay or impede prevent the receipt satisfaction or obtaining of any necessary actions approval or nonactions, waivers, consents, clearances, approvals, and expirations or terminations the expiration of any waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesperiod that is a condition to Closing.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall use its all reasonable best efforts to take, or to cause to be taken, all actions, appropriate action to filedo, or cause to be filed, all documents and to do, 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 Law or otherwise to consummate and make effective, effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the Offer consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) within ten (10) Business Days after the date of this Agreement, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Peach Entities shall permit JGW reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger and or the other transactions contemplated hereby, including (i) and the obtaining Peach Entities shall not settle or compromise any such claim, suit or cause of all necessary actions action without JGW’s written consent, which consent shall not be unreasonably withheld, delayed or nonactionsconditioned. Notwithstanding anything herein to the contrary, waivers, consents, clearances, approvals, and expirations neither party shall be required by this Section to take or terminations of waiting periodsagree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require 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 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 giving of notice, if required, under real property leases, (iv) the defending divestiture of any lawsuits or other legal proceedingsmaterial assets of JGW, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company Peach Entities or any of their respective Affiliates or (B) limit in any material respect JGW’s freedom of action with respect to, or its ability to consolidate and control, Orchard and its Subsidiaries be required to pay prior to the Board Appointment Date or any fee, penalties of their assets or businesses or any of JGW’s or its Affiliates’ other consideration to any third party to obtain any consent assets or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesbusinesses.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller, the parties hereto Company and Buyer shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger Transactions and the other transactions contemplated herebyby the Transaction Documents and the APA, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including any such matters that may be necessary under or in connection with the Company APA or consummation of the Albertson’s Asset Purchase, the Specified Approvals and the Parent Buyer 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, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the validity or enforceability of this Agreement or the consummation of the Offer Transactions or the Merger and the other transactions contemplated hereby by the Transaction Documents and the APA; and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyTransactions and the Albertson’s Asset Purchase on the terms set forth in the Transaction Documents and the APA; provided, however, provided that in no event shall Seller, Buyer, the Company or any of its the Company’s Subsidiaries be required to pay prior to to, at or after the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer or transactions contemplated by this Agreement under any Contract other than as may be required in connection with the Merger. No party hereto Refinancing; provided, however, that Seller and Buyer shall take any action that would reasonably each be expected required to prevent or materially delay or impede pay at the receipt Effective Time 50% of any necessary actions fees, penalties or nonactionsother consideration that Seller, waiversBuyer, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals or any of the Company’s Subsidiaries is legally required to pay to any third party to obtain such party’s consent to or approval of the Transactions and the Parent ApprovalsAlbertson’s Asset Purchase, from Governmental Entitiessuch payment not to exceed $10,000,000 by each of Seller and Buyer.

Efforts. (a) Subject Notwithstanding anything to the terms and conditions contrary set forth in this Agreement, each it is the intention of the parties hereto Parties that any actions taken with respect to the Product shall use be exercised by Buyer and its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents Affiliates in accordance with their own business judgment and to do, or to cause to be done, in their sole and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicableabsolute discretion. Accordingly, the Offer following shall apply (and Merger Seller hereby acknowledges, understands and the other transactions contemplated hereby, including agrees as follows): (i) Buyer and its Affiliates shall have complete control and sole discretion with respect to the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, Product and expirations or terminations of waiting periods, including the Company Approvals such control and the Parent Approvals, from Governmental Entities discretion over sales by Buyer 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, its Affiliates could result in Seller receiving no Contingent Payments whatsoever; (ii) neither Buyer nor any of its Affiliates has any duty to achieve the obtaining Milestone Event, to exert any level of all necessary consents, approvals efforts in achieving the Milestone Event or waivers from third parties, to generate the Contingent Payment; (iii) whether or not Buyer or any of its Affiliates achieve the giving Milestone Event, neither Buyer nor any of notice, if required, under real property leases, its Affiliates is prohibited from pursuing or exploiting any other products that may compete with the Product; (iv) personnel of Buyer and its Affiliates are only required to take actions in connection with the defending Product that such personnel believe to be in the best interests of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or Buyer and its Affiliates and that they are not required to take into account the consummation interests of the Offer or the Merger and the other transactions contemplated hereby Seller at all; and (v) Seller shall not challenge in any subsequent Action any decision regarding the execution and delivery Product made by any director, officer, employee or agent of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company Buyer or any of its Subsidiaries Affiliates in what such individual subjectively believes to be required the best interests of Buyer (or such Affiliate), unless such action or decision constitutes a breach by Buyer of any of its express obligations to pay prior make payments under this Section 2.05. Notwithstanding the foregoing, Buyer will not, and each of its Affiliates and each Milestone Party will not, intentionally take any commercially unreasonable action, or intentionally omit to take any commercially reasonable action, the Board Appointment Date any fee, penalties primary purpose of which is to avoid or other consideration to any third party to obtain any consent or approval required for frustrate the consummation occurrence of the Offer Milestone Event or payment of the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesContingent Payment.

Efforts. (a) Subject Notwithstanding anything to the terms and conditions set forth contrary in this Agreement, each of Purchaser shall, and shall cause its Affiliates to, take all lawful actions to promptly obtain (and in any event prior to the parties hereto shall use its reasonable best efforts to take, or to cause to be takenOutside Date), all actionsRegulatory Approvals, to file, or cause to be filed, promptly undertake any and all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper actions necessary or advisable to consummate avoid, prevent, eliminate or remove the actual or threatened prohibition or commencement of any other action by or on behalf of any Applicable Authority with respect to the Regulatory Approvals and make effective, proffer to any Applicable Authority to take such actions as promptly may be necessary or appropriate in order to obtain all Regulatory Approvals as practicable, soon as practicable (but in any event prior to the Offer and Merger and the other transactions contemplated herebyOutside Date), including (i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or nonactionsforms, 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 notices required to be filed to consummate the Contemplated Transactions and the taking of such actions as are reasonably necessary to promptly obtain (and in any event prior to than the Outside Date) all steps Regulatory Approvals, and (ii) promptly undertake any and all actions necessary or advisable to avoid, prevent, eliminate or remove an actual prohibition by or on behalf of any Applicable Authority with respect to any Regulatory Approval, including as may be necessary or appropriate in order to obtain an approvalall Regulatory Approvals as soon as practicable (and in any event no later than the Outside Date: (A) agreeing to promptly effect any Divestiture Action that any Applicable Authority shall require, clearancepropose, offer or impose (provided that such Divestiture Action shall be conditioned on the occurrence of, and shall become effective only from and after, the Closing), (B) agreeing promptly to comply with any commitment, consent decree, Encumbrance, mitigation agreement and any other condition or operating restriction with respect to any businesses, product lines, tangible or intangible assets, Intellectual Property, Contracts, Permits, operations, rights or interests therein that any Applicable Authority may require, propose, offer or impose, (C) (x) submitting to the DCSA a foreign ownership, control, or waiver frominfluence mitigation plan (“FOCI Mitigation Plan”) with respect to any NISPOM covered activities of Seller Parent and its relevant Subsidiaries that are Related to the Business and (y) committing to implement any mitigation agreement following the Closing in connection with any such FOCI Mitigation Plan accepted by the DCSA, and (D) defending any Proceeding (including any Proceeding seeking a temporary restraining order or preliminary or permanent injunction) and initiating any appropriate Proceeding against any Applicable Authority which acts, seeks, proposes or threatens to avoid an action prevent, delay or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or impair the consummation of the Offer Contemplated Transactions; provided that Purchaser shall have the right to determine, direct and control the strategy and process by which the Parties implement the measures described in clauses (i) and (ii) above (including each subpart), provided, further, that Purchaser shall exercise such authority in full compliance with the Seller Parent’s consultation, participation and other rights, and Purchaser’s obligations, in each case as set forth in this Section 5.5, and for the avoidance of doubt, Purchaser shall consult with the Seller Parent and consider in good faith the views of the Seller Parent prior to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Entity with respect to the Contemplated Transactions. Notwithstanding anything to the contrary in this Agreement, Purchaser shall be solely responsible for, and Seller Parent shall have no obligations with respect to, the planning, structuring (including tax structuring) and implementation of any Divestiture Action. No Party’s obligations under this Section 5.5 or the Merger and performance hereof shall entitle such Party to any adjustment or modification of the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company Base Purchase Price or any other terms and conditions of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesthis Agreement.

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining 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 Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including a waiver by the lenders of the change of control and merger restrictions contained in the Fourth Amended and Restated Credit Agreement among the Company, Citibank, N.A., BNP Paribas and the lenders thereunder, dated as of May 16, 2008, as amended, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesAuthorities.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Buyer, Holdings and the parties hereto Seller shall use its their respective commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Offer and Merger and the other transactions contemplated herebyContemplated Transactions, including (ia) the obtaining 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 Consents and the making of all necessary registrations filings, registrations, or declarations, specified in Section 4.5 and filings Section 5.4 and the taking of all necessary steps as may be necessary to obtain an approval, clearance, or waiver from, or such Governmental Consents and to avoid an action or proceeding by, any Governmental Entitymake such registrations, (iib) the obtaining of all necessary consents, approvals or waivers from from, and the provision of notices to third parties, (iii) the giving of notice, if required, under real property leases, (ivc) the defending of any lawsuits or other legal proceedingsLitigations, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Contemplated Transactions, including, seeking to have any stay, temporary restraining order or the Merger and the other transactions contemplated hereby injunctive relief or Order entered by any court or other Governmental Authority vacated or reversed, and (vd) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyContemplated Transactions and to fully carry out the purposes of this Agreement; provided, howeverthat such efforts shall not require agreeing to any obligations or accommodations (financial or otherwise) binding on Buyer, the Seller or Holdings in the event the Closing does not occur. Without limiting the foregoing, none of the Parties shall take or agree to take any action that could reasonably be expected to result in no event any of the conditions set forth in Article VII not being satisfied or to impair, prevent or delay the consummation of the Contemplated Transactions. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Company Buyer or any of its Subsidiaries be required Affiliates to pay prior (or to the Board Appointment Date offer to): (i) consent to any fee, penalties Order or other consideration to any third party to obtain any consent or approval required agreement providing for the consummation sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, particular assets, categories of assets or lines of business of the Offer Companies or the Merger. No party hereto shall Buyer or any of its Affiliates, (ii) effect any disposition, licensing or holding separate of assets or lines of business, (iii) terminate any existing relationships and contractual rights and obligations or (iv) take any action that would reasonably be expected limits the Buyer’s (or any of its Affiliates’) freedom of action with respect to prevent any of the assets or materially delay business of the Buyer or impede any of its Affiliates or the receipt Companies, or their ability to retain any of any necessary actions their assets or nonactions, waivers, consents, clearances, approvals, and expirations or terminations lines of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesbusiness.

Efforts. (a) Subject to Except as otherwise provided herein the terms Company and conditions set forth in this Agreement, Parent shall each of the parties hereto shall use its their reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyMerger, including (i) the obtaining of all necessary actions or nonactionsactions, waivers, consentsconsents and approvals from Governmental Entities, clearances, approvals, and expirations the expiry or terminations early termination of any applicable waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to obtain an approval, clearance, approval or waiver from, or to avoid an action or proceeding Proceeding by, any Governmental EntityEntities, (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals required consents or waivers from third partiesfrom, Third Parties and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyMerger and to fully carry out the purposes of this Agreement; provided, however, that in no event shall the Company shall not be required or permitted to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company or its Subsidiaries shall pay or agree to pay), and Parent shall not be obligated to pay or permit or agree to the Company paying, any material cash consideration to any Third Party from whom consent or approval is required and the Company shall not be required or permitted to modify or enter into any Contract or Company Real Property Lease or limit or dispose of any non-cash rights, assets or properties, and Parent shall not be obligated to permit or agree to the Company’s modification or entrance into any Contract or Company Real Property Lease or, on behalf of itself or any of its Subsidiaries be required to pay prior to the Board Appointment Date pre-Closing Affiliates, modify or enter into any fee, penalties agreement or other consideration to any third party to obtain any consent limit or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt dispose of any necessary actions non-cash rights, assets or nonactionsproperties, waiversin each case pursuant to this Section 6.10(a) or any provision that cross-references the proviso to this Section 6.10(a). Parent shall have the right to control the strategy, consents, clearances, approvals, tactics and expirations other aspects of obtaining clearances under Applicable Laws or terminations consents of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesThird Parties.

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, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals Approvals, which Parent, Merger Subsidiary and the Company shall cooperate with each other in obtaining such Company Approvals, and Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesAuthorities.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of obtain all consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, orders and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of take all steps as may be necessary to obtain an approval, clearance, approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and that the parties otherwise mutually reasonably agree are appropriate and necessary with the applicable Governmental Entities under any other applicable Antitrust Laws within the time periods specified thereunder (ii) the obtaining of all necessary consentsor, approvals or waivers from third partiesif such time period is not specified, within a reasonable time), (iii) resist, contest or defend any Action (including administrative or judicial Actions) challenging the giving Merger or the completion of noticethe transactions contemplated hereby, if requiredincluding seeking to have vacated, under real property leaseslifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including, without limitation, by pursuing all avenues of administrative and judicial appeal, and (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger execute and the other transactions contemplated hereby and (v) the execution and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall hereby and fully to carry out the Company or any purposes of its Subsidiaries be required to pay this Agreement without the prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any written consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesother party.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any 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 Entitiesdelayed.

Efforts. (a) Subject to Without limiting the terms and conditions set forth in this AgreementArticle VII, each of the parties hereto shall cooperate with each other and use its (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to take, or consummate the Transactions and to cause the conditions set forth in Article VII to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the Offer and Merger and the other transactions contemplated hereby, including following as promptly as reasonably practicable: (i) the obtaining of all necessary actions Actions or nonactions, waivers, consents, clearances, approvals, and registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periodsperiods and other confirmations from any Governmental Authority or other Person that are or may become necessary, including proper or advisable in connection with the Company Approvals consummation of the Transactions; (ii) the preparation and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings and with Governmental Authorities) that are or may become necessary, proper or advisable in connection with the consummation of the Transactions; (iii) the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, or waiver approval from, or to avoid an action or proceeding Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Authority or other legal proceedings, whether judicial or administrative, challenging this Agreement or Person in connection with the consummation of the Offer or the Merger and the other transactions contemplated hereby Transactions; and (viv) the execution and delivery of any additional instruments that are or may become reasonably necessary necessary, proper or advisable to consummate the transactions contemplated herebyTransactions, and to carry out fully the purposes of this Agreement; provided, howeverthat no party hereto nor any of their respective Affiliates shall be obligated in the exercise of such efforts to (A) propose, that in no event shall negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the Company sale, divesture or disposition of any of its assets, properties or businesses or any of its Subsidiaries the assets, properties or businesses to be required acquired by it pursuant to this Agreement or (B) pay prior to the Board Appointment Date any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Authorities and other nominal amounts) to any third party to obtain Person for any consent or approval required for or triggered by the consummation of the Offer Transactions under any Contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Seller, Parent and Purchaser shall use its their respective reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, effective the Sale and other the Transactions as promptly soon as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsdeclarations, and approvals and, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including in connection with any Antitrust Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Actions or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Sale or the Merger and the other transactions contemplated hereby hereby, and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedthis Agreement. Notwithstanding the foregoing, howeverPurchaser agrees to take, and to cause its respective Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment imposed on Purchaser or its Affiliates under Antitrust Law that may be asserted by any Governmental Entity so as to enable the Parties hereto to expeditiously (and in no event shall the Company or any of its Subsidiaries be required to pay all cases, prior to the Board Appointment Date any feefifth Business Day preceding the End Date) consummate the Sale and the other Transactions, penalties including by (i) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other consideration properties as are required to be divested in order to facilitate the expiration or termination of the applicable Antitrust Law waiting period and otherwise obtain all applicable merger control clearances under the applicable Antitrust Law and (ii) contesting and resisting and seeking to have vacated, lifted, reversed or overturned any third party to obtain ruling, award, decision, injunction, judgement, order, decree or subpoena entered, issued or made by any consent Governmental Entity that in effect prohibits, prevents or approval required for restricts the consummation of the Offer Sale or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 Entitiesother Transactions.

Efforts. (a) Subject to the terms The Company, Parent and conditions set forth in this Agreement, each of the parties hereto Merger Sub shall use its all reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions as may be reasonably required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entities 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 by not later than three (3) Business Days prior to the Outside Date (including any such approvals required under the HSR Act), and to avoid any action or proceeding by any Governmental Entity (including those in connection with the pre-merger notification obligations of the HSR Act) 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 (iB) 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 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; provided, that none of Parent, Merger Sub or the Company shall be required to incur any liabilities, expend any funds or pay any expenses or fees in connection with obtaining such Third Party consents, (iv) cause the satisfaction of all conditions 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, in each case until the issuance of a final, nonappealable Order, (vi) seek to have lifted or rescinded any 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, nonappealable Order, (vii) as promptly as practicable, make or cause to be made all necessary actions or nonactionsapplications and filings (and in any event file all required HSR Act notifications within ten (10) Business Days after the date hereof), make any other required submissions, and pay any fees due in connection therewith (all such fees to be solely the responsibility of, and to be paid by, Parent and Merger Sub), with respect to this Agreement and the Merger required under any Competition Laws and the parties shall request early termination of the waiting period under the HSR Act in making such filings, (viii) prepare and file as promptly as 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, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement (collectively, including the Company Approvals and the Parent “Required Approvals”), from Governmental Entities and the making of (ix) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and the Required Approvals, clearanceand (x) as promptly as reasonably practicable after the date hereof, or waiver frommake all necessary filings, or and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to avoid an action or proceeding by, this Agreement and the Merger required under any other applicable Law. No party to this Agreement shall consent to any delay of the Closing at the behest of any Governmental EntityEntity without the consent of the other parties to this Agreement, (ii) which consent shall not be unreasonably withheld, delayed or conditioned. Parent and Merger Sub shall not, except as may be consented to in advance in writing by the obtaining Company, directly or indirectly through one or more of all necessary consentsits affiliates, approvals acquire any Person or waivers from third parties, (iii) the giving of noticematerial assets thereof or interest therein, if required, under real property leases, (iv) such acquisition would reasonably be expected to cause a material delay in or otherwise result in the defending failure to satisfy any of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement the conditions contained in Article 6 or the consummation of the Offer Merger. Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 5.4 nor the “reasonable best efforts” standard shall require, or be construed to require, the Company, Parent, Merger and the Sub or their respective Subsidiaries or affiliates to sell, dispose of or divest any assets or businesses, other transactions contemplated hereby and (v) the execution and delivery of any additional instruments than as would not be reasonably necessary expected to consummate the transactions contemplated hereby; provided, however, that in no event shall have a material adverse effect on the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Company Subsidiaries, taken as a whole, or Parent or any feeParent Subsidiaries, penalties or other consideration to any third party taken as a whole, in order to obtain any consent or required approval required for the consummation of the Offer or the Merger. No party hereto shall take from any action that would reasonably be expected to prevent or materially delay or impede the receipt of any 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 EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified 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 necessary to obtain an approval, clearance, 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 giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement and (v) promptly, but in no event later than 15 Business Days after the date hereof, file or cause to be filed any and all required notifications, applications and other filings set forth on Section 5.7(a) of the Company Disclosure Letter; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay, or pay any non-de minimis amounts without the prior written consent of Parent, prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any 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 Entitiesotherwise.