Common use of Efforts Clause in Contracts

Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto agrees to Purchasers and Sellers shall use its reasonable best efforts to promptly take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) obtaining preparing as promptly as practicable all necessary opinionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consents licenses, orders, registrations, approvals, permits, rulings, authorizations and approvals and effect all clearances necessary registrations and filings or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offeras promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In case at any time after furtherance and not in limitation of the Expiration Date any further action is necessary or desirable foregoing, each Party agrees to carry out (A) within ten (10) Business Days of the purposes date of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings and submissions under the HSR Act, (B) make all other required filings pursuant to other antitrust or competition Laws with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or any other antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entities Entity not to consummate the transactions contemplated by this Agreement, except 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 in order any additional information or documentation that may be requested pursuant to facilitate prompt consummation of the transactions contemplated by the Offer HSR Act or any other antitrust or competition Law and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other antitrust Law as soon as possible. The Parties agree to request early termination with respect to the waiting period prescribed by the HSR Act together with the initial filings and submissions under the HSR Act. (includingb) Each of Purchasers and Sellers shall, without limitation, exchange of any required feesin connection with the actions referenced in Section 5.2(a) and will cooperate fully with each other to (i) comply as promptly as practicable with obtain all governmental requirements applicable to Governmental Approvals for the transactions contemplated by this Agreement under the Offer HSR Act or any other antitrust or competition Law, (i) cooperate in all respects with each other in connection with any communication, filing or submission and this Agreementin connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the making other Party and/or its counsel informed of all filings necessary any communication received by such Party from, or proper given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other Person, give the other Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other Parties and/or their counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided, that materials may be redacted to remove references concerning the valuation of the businesses of Sellers, to the extent permitted by Law. Purchasers and Sellers, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under applicable laws this Section 5.2(b) as “Antitrust Counsel Only Material.” Such materials and regulations the information contained therein shall be given only to consummate the outside antitrust counsel of the recipient and make effective will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchasers or Sellers, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Section 5.2(a) and Section 5.2(b), each of Purchasers and Sellers shall use their reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date. It shall not be deemed a failure to satisfy the conditions specified in Section 8.1(a) if, as a result of any suit brought by any Person or Governmental Entity challenging the transactions contemplated by this Agreement as violating any antitrust Law, a court enters or the Offer and applicable Governmental Entity makes an order or decree permitting the transactions contemplated by this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (requiring that any of the foregoing being a "Consent")businesses, product lines or assets of Purchasers or their Affiliates (collectively, the “Subject Assets”) be divested or held separate by Purchasers, or that would otherwise limit Purchasers’ freedom of action with respect to, or their ability to operate and retain, the Subject Assets. (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, each of Purchasers and Sellers shall not, and shall cause its Subsidiaries not to, take or agree to take any action that would reasonably be expected to prevent or delay the Parties from obtaining any Governmental Entity necessary for Approval in connection with the transactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein. (e) Purchasers agree to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each any Governmental Entity or other such necessary information and reasonable assistance as Premier third party whose consent or Ophthalmic may reasonably request approval is sought in connection with the foregoingtransactions contemplated hereby. In additionWhether or not the Sale is consummated, if at Purchasers and Sellers shall each be responsible for 50% of all filing fees and payments to any time prior Governmental Entity in order to the Expiration Date obtain any event consents, approvals or circumstance relating waivers pursuant to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancethis Section 5.2.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Offer pursuant to Annex A or the Merger pursuant to Article IX). (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make, as promptly as reasonably practicable, and in any event within ten (10) Business Days of the date of this Agreement, unless a later date is agreed to by Parent and the Company, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement. Each of the Company and Parent shall supply as promptly as practicable and advisable any additional information and documentary material that may be reasonably requested pursuant to the foregoing, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable, subject to the terms and conditions of this Agreement. The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act. (c) Except as prohibited by applicable Law or Order and subject to an appropriate agreement limiting the disclosure of competitively sensitive information to, as appropriate, in-house counsel, outside counsel and consultants retained by such counsel, each of Parent and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement (including Item “4(c)” and “4(d)” documents” as those terms are used in the rules and regulations under the HSR Act, except that such documents need not be disclosed even to outside counsel or consultants retained by such counsel to the extent such documents discuss deal negotiations, alternative offers, valuation, or similar subjects), (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act or any other Competition Law in discussions with or filings to be submitted to any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act or any other Competition Law and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act or any other Competition Law. (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Offer or the Merger (including with respect to any of the actions referred to in Section 8.1(a) but other than as contemplated by Section 2.4 and Section 2.5) without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (e) Notwithstanding anything to the contrary in this Section 8.1, but subject to this Section 8.1(e), Parent shall take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible, including (i) the prompt use of its best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (iA) obtaining all necessary opinionsthe defense through litigation on the merits of any claim asserted in any court, waiversagency or other proceeding by any Person, consents including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, (B) the proffer and approvals agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect all necessary registrations the sale, lease, license, disposal and filings holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and (iiC) defending any lawsuit or the proffer and agreement by Parent of its willingness to take such other legal proceedings challenging this Agreement or actions, and promptly to effect such other actions (and the Offer. In entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in each case at any time after the Expiration Date any further if such action is should be reasonably necessary or desirable advisable to carry out avoid, prevent, eliminate or remove the purposes actual, anticipated or threatened (x) commencement of this Agreementany Proceeding in any forum or (y) issuance of any Order that would delay, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoingrestrain, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of Agreement by any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, Governmental Authority and (ii) obtain promptly all consentsthe prompt use of its best efforts to take, waiversin the event that any permanent, approvals, authorizations preliminary or permits oftemporary Order is entered or issued, or registrations becomes reasonably foreseeable to be entered or filings with issued, in any proceeding or notifications to (inquiry of any of the foregoing being a "Consent"), any Governmental Entity necessary for the kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offer and transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; provided that Parent shall not be required to divest, license, hold separate, or take any other action (“Remedy”) with respect to any publication, brand, business, or line of business of the Company, Parent or their respective Subsidiaries that would reasonably be expected to have a Company Material Adverse Effect. Premier Nothing in this Section 8.1(e) shall obligate Parent to agree to any Remedy or other remedy not conditioned on the consummation of the Offering and Ophthalmic shall furnish the Closing. (f) Neither Parent nor any of its Subsidiaries shall, directly or indirectly, acquire or agree to each acquire any other such necessary information and reasonable assistance as Premier Person or Ophthalmic may reasonably request in connection with the foregoing. In additionassets (whether by merger, if at consolidation, stock or asset purchase, tender or exchange offer, recapitalization, reorganization or any time prior other form of transaction) to the Expiration Date any event extent such acquisition would reasonably be expected to materially impair or circumstance relating delay the ability of Parent to either Ophthalmic obtain the expiration or Premier termination of the waiting period under the HSR Act or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceapplicable Antitrust Law.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Parent (and the parties hereto agrees to Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof (and make effective in any event by the transactions contemplated by this AgreementOutside Date), including (i) obtaining preparing and filing or otherwise providing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary opinionsapplications, 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 terminations, consents, clearances, waivers, consents licenses, orders, registrations, approvals, permits and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is authorizations necessary or desirable advisable to carry out the purposes of this Agreement, the proper officers and directors of each be obtained from any third party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with and/or any Governmental Entities as promptly as practicable Entity in order to facilitate prompt consummation of consummate the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this AgreementTransactions, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofMerger, and (ii) taking all steps as may be necessary, subject to the limitations in this Section 6.2, to obtain promptly 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, authorizations or permits ofeach Party, as applicable, agrees to (x) make, or registrations 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 cause the expiration or filings with or notifications to (any termination of the foregoing being a "Consent"), applicable waiting period under the HSR Act as soon as reasonably practicable (and in any Governmental Entity necessary for the consummation of the transactions contemplated event by the Offer Outside Date) and (y) make all other necessary filings under any applicable Regulatory Law as promptly as reasonably practicable, and 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. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier none of Parent, Merger Sub or any of their respective subsidiariesSubsidiaries shall be required to, should 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 offer 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 otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or the Company Subsidiaries in the event the Closing occurs. Further, if any Action, including any proceeding by a private party, is instituted (or threatened) challenging or seeking to restrain, prohibit or place conditions on the consummation of the Transactions, including the Merger, or the ownership or operation by Parent, the Company or any of their respective Subsidiaries of all or any portion of their respective businesses as presently conducted and as currently proposed to be discovered conducted, Parent (and the Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use their reasonable best efforts to defend or contest, including through litigation or other means, any objection to, or Actions challenging, the consummation of the Transactions, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including the Merger. (b) Each of Parent and the Company shall, in connection with and without limiting the efforts referenced in Section 6.2(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Transactions under the HSR Act or any other Regulatory Law, (i) cooperate in all respects, including by Ophthalmic or Premier, furnishing to the other as promptly as practicable information and assistance as the case other may bereasonably request, and which should be set forth consult with each other in an amendment connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the Offer Documents or Schedule 14D-9other Party, the discovering party will (ii) 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 Entity, by promptly providing copies to the other Party of any such written communications, and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any in-person meeting, telephone call or other meeting or conference (whether by video or otherwise) with, the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the reasonable opportunity to attend and participate thereat; provided, however, that materials required to be provided pursuant to the foregoing clauses (i) - (iii) may be redacted (A) to remove references concerning the valuation of Parent, Company or any of their respective Subsidiaries, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.2(b) as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent on the one hand or the Company on the other) or its legal counsel. Notwithstanding anything in this Agreement to the contrary, Parent shall be entitled to lead the strategy and course of action for seeking and obtaining all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Transactions under the HSR Act or any other Regulatory Law, including but not limited to directing and unilaterally determining (i) any decision to pull and refile any Governmental Filing or voluntarily extend any waiting period or review period under the HSR Act or any other applicable Regulatory Law and (ii) any decision to enter into, and the contents of, any agreement (including a timing agreement) with any Governmental Entity to delay and not to consummate the Transactions, provided, that (x) at the time of entry into any timing or similar agreement, the term thereof would not reasonably be expected to extend beyond such time as would allow the parties sufficient time to consummate the Closing prior to the Outside Date and (y) in doing so it must act reasonably and must consider in good faith the views of the Company. (c) In connection with and without limiting the foregoing, in the event that Parent requests the Company to do so, the Company shall give any notices to third parties required under Contracts, and the Company shall use, and cause each of the Company Subsidiaries to use, its reasonable best efforts to obtain any third party consents to any Contracts that are necessary to consummate the Transactions, including the Merger. Notwithstanding anything to the contrary herein, none of Parent, the Company or any of their respective Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), or amend or modify any Contract, to obtain such event third party consents (except, in the case of the Company, if requested by Parent and either (i) reimbursed or circumstanceindemnified for by Parent or (ii) subject to the occurrence of the Closing).

Efforts. (a) Upon the terms The Company shall cooperate and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate actionaction required of the Company, and to domake, or cause to be donemade, all things filings required to be made by the Company necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited towithout limitation, cooperation in commercially reasonable efforts to (i) obtain, prior to the preparation Closing Date, all licenses, permits, consents, approvals, authorizations, qualifications and filing orders of governmental authorities and parties to contracts with the Offer Documents, Company required to be obtained by the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofCompany, and (ii) obtain promptly all consentsdefend against and respond to any action, waiverssuit, approvalsproceeding or investigation against the Company relating to the transactions contemplated by this Agreement, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity in each case as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the Offer conditions the Company is required to fulfill with respect to the transactions contemplated hereby. (b) Each Purchaser shall cooperate and use commercially reasonable efforts to take, or cause to be taken, all appropriate action required of each such Purchaser, and to make, or cause to be made, all filings required to be made by each such Purchaser necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Premier and Ophthalmic shall furnish , including, without limitation, commercially reasonable efforts to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition(i) obtain, if at any time prior to the Expiration Date Closing Date, all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with each such Purchaser required to be obtained by each such Purchaser and (ii) defend against and respond to any event action, suit, proceeding or circumstance investigation against each such Purchaser relating to either Ophthalmic or Premier or any the transactions contemplated by this Agreement, in each case as are necessary for consummation of their respective subsidiaries, should be discovered the transactions contemplated by Ophthalmic or Premier, as this Agreement and to fulfill the case may be, and which should be set forth in an amendment conditions each such Purchaser is required to fulfill with respect to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancetransactions contemplated hereby.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to Parties shall use (and shall cause its Subsidiaries and controlled Affiliates, and use reasonable best efforts to takecause its other Affiliates, to use) their respective reasonable best efforts to take promptly, or cause to be taken, all appropriate actionactions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws or pursuant to any Contract to consummate and make effective the transactions contemplated by this AgreementMerger and the other Transactions as promptly as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary opinionsactions or nonactions, waivers, consents and consents, clearances, approvals and effect expirations or terminations of waiting periods from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an Action or Legal Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties (other than Governmental Entities), (iii) the defending of any lawsuit Actions, lawsuits or other legal proceedings Legal Proceedings whether judicial or administrative, challenging this Agreement or challenging, hindering, impeding, interfering with or delaying the Offerconsummation of the Merger and the other 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 (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions; provided, that in no event shall the Company or its Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for or triggered by the consummation of the Transactions under any Contract or otherwise unless requested by Parent in writing, in which such case, it shall not be required to pay such fee, penalty or other consideration unless such payment is conditioned on the occurrence of the Closing. (b) Subject to the terms and conditions in this Agreement and without limiting the foregoing, the Company and Parent shall (and shall cause their respective Subsidiaries and controlled Affiliates, and use reasonable best efforts to cause their respective other Affiliates to) (x) file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Merger and the Transactions as promptly as practicable (but in any event within the applicable timeframe set forth on Section 6.07(b) of the Company Disclosure Letter), and (y) file or cause to be filed any and all notifications with respect to the Merger and the other Transactions as may be required by any Governmental Entity as promptly as reasonably practicable (but in any event within the applicable timeframe set forth on Section 6.07(b) of the Company Disclosure Letter), including the Specified Regulatory Approvals. Subject to Section 6.07(d), the Company and Parent shall (and shall cause their respective Subsidiaries and controlled Affiliates, and use reasonable best efforts to cause their respective other Affiliates to) use their respective reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act. (c) In case at any time furtherance and not in limitation of the foregoing, subject to Section 6.07(d), the Company and Parent shall (and Parent shall cause its Subsidiaries and controlled Affiliates, and use reasonable best efforts to cause its other Affiliates to) cooperate with one another to submit a CFIUS Filing in connection with the Transactions and use their respective reasonable best efforts to obtain CFIUS Approval, including: (i) as promptly as reasonably practicable after the Expiration Date any further action is necessary or desirable to carry out the purposes date of this Agreement, the proper officers Parties shall prepare and directors file with CFIUS a CFIUS Filing (including prefiling a draft voluntary notice and, as promptly as possible following the receipt of each party to this Agreement comments from CFIUS on the prefiled draft or confirmation from CFIUS that it has no such comments, filing the formal voluntary notice); and (ii) within the timeframe required by CFIUS, the Parties shall take all such necessary action. Without limiting provide CFIUS with any additional or supplemental information requested by CFIUS during its assessment, review or investigation. (d) In furtherance and not in limitation of the foregoing, each of Ophthalmic Parent and Premier the Company shall make (and shall cause their respective Subsidiaries and controlled Affiliates, and use reasonable best efforts to cause their respective other Affiliates to) use their respective reasonable best efforts to take any and all necessary filings actions necessary, proper or advisable to avoid, eliminate, and resolve any and all impediments under any Antitrust Law or Foreign Investment Law and the DPA that may be asserted by any Governmental Entity or any other Person with respect to the Transactions contemplated by this Agreement and to obtain CFIUS Approval and all consents, approvals and waivers under any Antitrust Law or Foreign Investment Law that may be required by any Governmental Entities Entity to enable the Parties to close the Transaction as promptly as practicable after the date hereof (and in order to facilitate prompt consummation of any event no later than the transactions contemplated by the Offer and this Agreement. In additionEnd Date), each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to including (i) comply supplying or causing to be supplied to any Governmental Entity as promptly as practicable any and all additional information or documentary material that may be requested, and certifying compliance with such request (as applicable), under any Law or by such Governmental Entity, (ii) proposing, negotiating, committing to, effecting, agreeing to and executing, by consent decree, settlement, undertaking, stipulations, hold separate order, binding agreement with any third party or otherwise, the sale, divestiture, transfer, license, hold separate or disposition of any and all governmental requirements applicable of the share capital or other equity voting interests, assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of Parent (or its Affiliates) and of the Company (or its Subsidiaries), (iii) terminating, transferring or creating relationships, contractual rights or other obligations of Parent (or its Affiliates) and the Company (or its Subsidiaries), and (iv) otherwise taking or committing to take any actions or agree to any undertakings that would limit Parent’s (or its Affiliates’, and the Surviving Corporation’s) freedom of action with respect to, or their ability to retain, or impose obligations on Parent’s (or its Affiliates’) and the Surviving Corporation’s (and its Subsidiaries’) future operations with respect to, assets (whether tangible or intangible), businesses, divisions, personnel, operations, products or product lines or contractual or supply relationships of Parent (or its Affiliates, including the Surviving Corporation) or the Company (or its Subsidiaries), in each case so as to satisfy the conditions to the transactions contemplated Closing or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Legal Proceeding that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date (each such action in the foregoing clauses (ii), to (iv), individually or collectively, a “Remedial Action”). Notwithstanding anything in this Agreement to the contrary, (A) the Company shall not be permitted to offer or agree to or effectuate any Remedial Action without the prior written consent of Parent; (B) Parent (or any of its Affiliates) shall not be required to accept or agree to any Remedial Action that would have (x) an adverse impact on the Guarantor, its Subsidiaries (excluding the Surviving Corporation after the Effective Time) or Parent’s joint ventures that is material to the Guarantor, its Subsidiaries and Parent’s joint ventures, taken as a whole (excluding the Surviving Corporation after the Effective Time) or (y) a material adverse effect on the Company and its Subsidiaries, taken as a whole (each such impact, a “Burdensome Condition”); and (C) if requested by Parent in writing, the Offer Company shall agree to any Remedial Action so long as such action is conditioned on the occurrence of the Closing (and, for the avoidance of doubt, the Company shall not be required to effectuate or agree to any Remedial Action unless such action is conditioned on the occurrence of the Closing). Any Remedial Action with respect to the Guarantor, its Subsidiaries or Parent’s joint ventures (excluding the Surviving Corporation after the Effective Time) that would result in an adverse impact on the relationship of Parent, the Guarantor or their respective joint ventures or Subsidiaries, on the one hand, with Toyota Motor Corporation and this Agreementits Subsidiaries, including on the other hand, that is material to the Guarantor, its Subsidiaries and Parent’s joint ventures, taken as a whole (excluding the Surviving Corporation after the Effective Time), such a material impact being deemed to include a Remedial Action with respect to the Guarantor, its Subsidiaries or Parent’s joint ventures (excluding the Surviving Corporation after the Effective Time) that interferes in any material respect with or prohibits such an entity from continuing to operate or own a business or material portion of a business for which Toyota Motor Corporation or any of its Subsidiaries is the direct or indirect customer, arranger or beneficiary as of the date hereof, shall be deemed to have a material impact on the Guarantor, its Subsidiaries and Parent’s joint ventures, taken as a whole. (e) The Company, Parent and Merger Sub shall cooperate and consult with each other in connection with the making of all filings necessary or proper under registrations, filings, notifications, substantive communications, submissions and any other actions pursuant to this Section 6.07(e), and, subject to applicable laws legal limitations and regulations to consummate the instructions of any Governmental Entity, the Company, on the one hand, and make effective Parent and Merger Sub, on the transactions contemplated by the Offer and this Agreementother hand, including, but not limited to, cooperation in the preparation and filing shall keep each other apprised of the Offer Documents, status of matters relating to the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any completion of the foregoing being a "Consent")Transactions, any Governmental Entity necessary for including promptly furnishing the consummation other with copies of notices or other substantive communications provided to or received by or on behalf of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Company or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, and which should be set forth in an amendment or any of Parent’s Subsidiaries, from any third party or any Governmental Entity with respect to the Offer Documents or Schedule 14D-9Transactions. Subject to applicable Law relating to the exchange of information, the discovering party will promptly inform Company, on the one hand, and Parent and Merger Sub, on the other party hand, shall permit counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed notifications or filings and any written substantive communications or submissions, and with respect to any such event notification, filing, written substantive communication or circumstancesubmission, any documents submitted therewith to any Governmental Entity; provided, that materials may be redacted (i) to remove references concerning the valuation of the businesses of the Company, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. The Parties, as they deem advisable and necessary, may designate any competitively sensitive material provided to the other under this Section 6.07(e) as “Outside Counsel Only Material,” and such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed to other Representatives of the recipient unless express written permission is obtained in advance from the source of the materials or its legal counsel. Each of the Company, P▇▇▇▇▇ and M▇▇▇▇▇ Sub agrees not to participate in any meeting or discussion, either in Person, by videoconference, or by telephone, with any Governmental Entity in connection with the Transactions unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. (f) Subject to Section 6.07(e), the Company, Parent and Merger Sub shall cooperate and consult with each other to direct the defense of this Agreement and the Transactions before any Governmental Entity and to handle the scheduling of, and strategic planning for, any meetings with, and the conducting of discussions and negotiations with, Governmental Entities regarding any consent, approval, waiver, clearance, authorization or permission from a Governmental Entity. (g) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date or earlier termination of this Agreement in accordance with Article VIII, each of Parent (and its Affiliates) and the Company (and its Subsidiaries) shall not, and shall cause its Subsidiaries and controlled Affiliates, and use reasonable best efforts to cause its other Affiliates to not, acquire or agree to acquire any other Person or business or any material assets or properties of any other Person, or take any other action, if such acquisition or action would reasonably be expected to materially impede, prevent or materially delay the Parties from obtaining, or materially increase the risk of not obtaining, the expiration or termination of the waiting period under the HSR Act or CFIUS Approval and the Specified Regulatory Approvals, or to prevent or materially delay or materially impede the consummation of the Transactions.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all appropriate actionactions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, and to satisfy all conditions to, the Offer, the Merger and the other transactions contemplated hereby and to cause Merger Sub to purchase the Shares pursuant to the Offer on the earliest possible date following the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, including (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated hereby (iv) the taking of all actions reasonable and necessary to obtain the Debt Financing and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent or Merger Sub be required, and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or their respective Subsidiaries pursuant to this Section 6.6 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of third parties or Governmental Entities, that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company and its Subsidiaries (including after the Closing Date, the Surviving Company and its Subsidiaries) taken as a whole, in each case measured on a scale relative to the Company and its Subsidiaries taken as a whole (a “Materially Burdensome Condition”); provided that, if requested by Parent, the Company will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (b) Subject to the terms and conditions herein provided (including Section 6.6(a)) and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than eight (8) Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer and the Merger and the other transactions contemplated hereby and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, provided that Parent and Company may agree to modify the timing of the Notification and Report Form filing status of Parent or Company to the extent that they mutually agree that doing so may expedite the HSR Act review, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required or advisable, in the reasonable judgment of Parent, to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable additional information or documents that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take promptly, or cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or competition authorities of any other jurisdiction for which, in the reasonable judgment of Parent, consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required or advisable with respect to the Offer, the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by this Agreementany Governmental Entity with respect to such transactions so as to enable the Closing to occur as soon as reasonably possible (and to enable the Offer Closing to occur as soon as reasonably possible and in any event no later than the End Date), including (ix) obtaining all necessary opinionsnegotiating, waiverscommitting to and effecting, consents and approvals and effect all necessary registrations and filings by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or of the Company or its Subsidiaries and (iiy) defending otherwise taking or committing to take any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time actions that after the Expiration Closing Date any further limits the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) freedom of action is necessary with respect to, or desirable its ability to carry out retain, one or more of its or its Subsidiaries’ (including the purposes of this AgreementSurviving Corporation’s) businesses, the proper officers and directors of product lines or assets, in each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities case as promptly as practicable may be required in order to facilitate prompt consummation of avoid the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits entry of, or registrations to effect the dissolution of, any injunction, temporary restraining order or filings with other Order in any suit or notifications proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Offer Closing or the Closing or delaying the Offer Closing beyond the End Date, provided that the Company will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the foregoing being a "Consent"), any Governmental Entity necessary for status of matters relating to the consummation completion of the Offer, the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Company or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and which should Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed communication to, including any filings with, any Governmental Entity, and confer in good faith to resolve any disagreement as to their strategy for communicating with any Governmental Entity or third party regarding any Regulatory Law. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Any such disclosures, rights to participate or provisions of information by one party to the other may be set forth made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (d) Subject to Section 6.6(a), in an amendment furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding; provided, however, that (subject to the following sentence) the Company shall control the defense and settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement; provided, further, however, that the Company’s counsel shall be reasonably acceptable to Parent, the Company shall not take any significant positions relating any such litigation without consulting Parent in advance, and the Company shall consult with Parent with respect to litigation strategy on a regular basis. The Company agrees that it shall not settle any litigation commenced after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Offer, the Merger, or any other transaction contemplated hereby, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, Orders, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Offer, the Merger and the other transactions contemplated hereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation. (f) Prior to the Effective Time, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, provide all cooperation that is necessary, customary or advisable and reasonably requested by Parent to assist Parent in the arrangement of any third party debt financing for the purpose of financing the Offer and/or the Merger, the fees and expenses incurred in connection therewith, and the other transactions contemplated hereby (the “Debt Financing”) (it being understood that the receipt of such Debt Financing is not a condition to the Offer Documents or Schedule 14D-9the Merger), including: (i) participating in meetings, presentations and due diligence sessions and (ii) assisting with the discovering party will preparation of materials for presentations, memoranda and similar documents required in connection with the Debt Financing; provided, however, that (x) nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the Company’s business or (B) require the Company to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Effective Time for which it is not promptly inform reimbursed or simultaneously indemnified and (y) any documentation executed by the other party Company of such event or circumstanceany of its Subsidiaries shall not become effective until the consummation of the Closing.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Disposition) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). (b) In connection with the Merger and the other transactions contemplated hereby, to the extent requested by Parent, the Parties shall use their reasonable best efforts to consummate the disposition of the Company Stations identified on Section 7.1(b) of the Parent Disclosure Letter in the manner set forth on Section 7.1(b) of the Parent Disclosure Letter and such contracts and assets related thereto as shall be reasonably determined by Parent (such disposition, the “Station Disposition”), whether or not such dispositions are necessary, proper or advisable to obtain the approvals, consents, registrations, permits, authorizations and other confirmations otherwise required to be obtained from any Governmental Authority to consummate and make effective the Merger. Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate the Station Disposition. Parent shall be entitled to direct, in consultation with the Company, the process for the Station Disposition. Notwithstanding anything to the contrary contained in this Section 7.1(b), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Station Disposition, unless such Station Disposition is contingent upon the Closing. (c) To the extent requested by Parent, the Company shall and shall cause its Subsidiaries to, assign the options under option agreements with the Company Sharing Companies and their equityholders to one or more of Parent’s Affiliates or other designees of Parent, and take such other actions reasonably requested by Parent to cause one or more of the Company Stations licensed to a Company Sharing Company and subject to a Sharing Agreement with the Company or its Subsidiaries to be acquired by one or more of Parent’s Affiliates or other designees, as applicable (each such assignment and/or acquisition, a “Sharing Station Acquisition”). Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate each Sharing Station Acquisition. Notwithstanding anything to the contrary contained in this Section 7.1(c), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Sharing Station Acquisition, unless such Sharing Station Acquisition is contingent upon the Closing. (d) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (i) make, as promptly as reasonably practicable appropriate filings of Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and the Company of a Notification and Report Form pursuant to the HSR Act with respect to the Merger shall be made within 10 Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company and (ii) make, as promptly as reasonably practicable, the FCC Applications with respect to the transactions contemplated by this Agreement; provided that the FCC Applications with respect to the Merger shall be made within 20 Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Each of the Company and Parent shall supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the foregoing, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and Parent shall each request early termination of the waiting period with respect to the Merger, the Stations Divestitures and any Sharing Station Acquisitions under the HSR Act. The Company and Parent shall each pay 50% of the filing fees payable under the HSR Act and FCC filing fees by the Company, Parent and each of their Subsidiaries relating to the Merger, irrespective of whether the transactions contemplated by this Agreement are consummated. (e) Except as prohibited by applicable Law or Order, each of Parent and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including (i) obtaining all necessary opinionsany proceeding initiated by a private party, waivers, consents including by allowing the other Party to have a reasonable opportunity to review in advance and approvals and effect all necessary registrations and comment on drafts of filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.submissions,

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate the Amalgamation and the other transactions contemplated by this Agreement and the Amalgamation Agreement as soon as practicable after the date hereof, including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Amalgamation or any of the other transactions contemplated by this Agreement or the Amalgamation Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals; provided, however, that efforts in connection with the Financing and the Required Refinancing Indebtedness shall be governed by Section 7.12 and not this Section 7.3. In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective 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 20 Business Days after the execution of this Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement and the Offer Amalgamation Agreement under the HSR Act, the Communications Act or any other Regulatory Law (as defined below), (i) cooperate in all respects and consult 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, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) 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”), the FCC, CFIUS or any other Governmental Entity, by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement and the Amalgamation Agreement, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns; and (iii) permit the other party to review any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC, the FCC, CFIUS, or any other Governmental Entity, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, the FCC, CFIUS or any other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings, substantive telephone calls and conferences. For purposes of this Agreement, including“Regulatory Law” means the ▇▇▇▇▇▇▇ Act, but not limited toas amended, cooperation in the preparation and filing ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Communications Act, Section 721 of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoDefense Production Act , and any amendments all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to any thereof(i) prohibit, and restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or affecting competition or market conditions through merger, acquisition or other transaction, (ii) obtain promptly all regulate telecommunications businesses, or (iii) regulate foreign investment. In furtherance and not in limitation of the covenants of the parties contained in Section 7.3(a) and this Section 7.3(b), each party hereto shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Amalgamation Agreement under any Regulatory Law. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not be required to agree to any terms, conditions or modifications (including Parent, the Company or any of their respective Subsidiaries having to cease operating, sell or otherwise dispose of any assets or business (including the requirement that any such assets or businesses be held separate)) with respect to obtaining the expiration or termination of any waiting period or any consents, permits, waivers, approvals, authorizations or permits of, orders in connection with the Amalgamation or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement and the Offer Amalgamation Agreement that would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on (x) the business or operations of the Company and this Agreement. Premier its Subsidiaries, taken as a whole, (y) Parent and Ophthalmic shall furnish its Subsidiaries, taken as a whole (assuming Parent and its Subsidiaries, taken as a whole, are the size of the Company and its Subsidiaries, taken as a whole), or (z) Parent and its Subsidiaries, taken as a whole, after giving effect to each other such necessary information the Amalgamation (assuming Parent and reasonable assistance its Subsidiaries, taken as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additiona whole, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment giving effect to the Offer Documents or Schedule 14D-9Amalgamation, are the discovering party will promptly inform size of the other party of such event or circumstanceCompany and its Subsidiaries, taken as a whole, prior to giving effect to the Amalgamation).

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Company and Parent shall each of the parties hereto agrees to use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary opinionsactions, waivers, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and effect the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) defending the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties necessary to consummate the Transactions and (iii) the execution and delivery of any lawsuit or other legal proceedings challenging this Agreement or additional instruments necessary to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable Merger and to fully carry out the purposes of this Agreement, . (b) In furtherance and not in limitation of the proper officers and directors of each party undertakings pursuant to this Agreement shall take all such necessary action. Without limiting the foregoingSection 6.10, each of Ophthalmic Parent and Premier the Company shall make all necessary filings with Governmental Entities prepare and file any notification and report forms and related material required under the HSR Act as promptly as reasonably practicable and advisable (and, in order any event, within ten (10) Business Days after the date of this Agreement) and shall provide or cause to facilitate prompt be provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by the DOJ or FTC under the HSR Act. Furthermore, each of Parent and Company shall prepare and file any notification and report forms and related material required by any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as reasonably practicable and advisable and shall provide or cause to be provided as promptly as reasonably practicable and advisable any information and documentary material that may be requested by other Governmental Authorities under applicable Antitrust Laws (if any). Each of Parent and the Company shall use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities; provided, however, that, notwithstanding anything to the contrary in this Section 6.10 or elsewhere in this Agreement, the parties hereto understand and agree that Parent’s reasonable best efforts shall include Parent (i) entering into a settlement, undertaking, consent decree, stipulation or agreement relating to the Company, its business or its assets, with or required by any Governmental Authority or other Person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement and (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Offer sale, divestiture, disposition or hold separate of businesses, product lines or assets of the Company (a “Regulatory Action”); and, provided, further, that nothing in this Agreement shall require Parent or its Affiliates to (and the Company shall not without the express written consent of Parent) take or agree to any Regulatory Action which would result in or reasonably be likely to result in, either individually or in the aggregate, a material and adverse Effect on the Company’s business. Parent, Merger Sub and their respective Affiliates shall not take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC or under any other applicable Antitrust Laws. (c) Subject to Applicable Law, the Company and Parent and their respective counsel shall, keep the other party apprised on a reasonably timely basis of the status of any communications with, and any inquiries or requests for additional for additional information from, any Governmental Authority with respect to this Agreement. In additionSubject to Applicable Law and to the extent practicable, the Company and Parent shall and their respective counsel shall (i) have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions, (ii) promptly inform each other of Premier any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and Ophthalmic will use (iii) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its reasonable best efforts respective staff, on the other hand, with respect to the Transactions. To the extent reasonably practicable, neither party shall agree to participate in any meeting, or engage in any conversation, with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions unless it consults with the other party in advance and, unless prohibited by such Governmental Authority and to the extent permitted by Applicable Law, gives the other party the opportunity to attend and participate in such material meeting or conversation. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.10, materials provided to the other party or its counsel may be redacted to remove references concerning: (includingi) the valuation of the Company; (ii) competitively sensitive information; (iii) so as not to jeopardize attorney-client, attorney-work product, or any other applicable privileges; or (iv) so as not to contravene any Applicable Law. (d) All filing fees required in connection with any filings with any Governmental Authority under any Antitrust Laws that may be asserted by any Governmental Authority shall be borne by Parent, and each party shall be responsible for any of its own respective costs and expenses incurred by such party (including attorneys’ fees and other legal fees and expenses) associated with the preparation of its portion of any such filings. (e) Neither party shall, without limitationthe prior written consent of the other party, exchange extend, directly or indirectly, any waiting period under the HSR Act or any Antitrust Law or enter into any Contract with any Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and to any applicable sections of any required fees) this Agreement, and to the extent permitted by Applicable Law, the parties will coordinate and cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary exchanging information and reasonable providing such assistance as Premier or Ophthalmic the other party may reasonably request in connection with the foregoing. In addition, if at foregoing and in seeking early termination of any time prior to applicable waiting periods under the Expiration Date any event or circumstance relating to either Ophthalmic or Premier HSR Act or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceAntitrust Law.

Efforts. (a) Upon Subject to the terms and subject conditions of this Agreement, the Company and Parent shall each use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary under Applicable Law to consummate the Merger, including (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 6.09, each of Parent and the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act, and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Merger, as promptly as practicable (but in no event later than ten (10) Business Days from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act except by mutual consent confirmed in writing) and (ii) provide or cause to be provided as promptly as practicable any information and documentary material that may be requested by the DOJ or FTC under the HSR Act. (c) Subject to Applicable Law relating to the conditions set forth exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the transactions contemplated hereby, (ii) promptly inform each other of any material communication (or other material correspondence or memoranda) received from, or given to, any Governmental Authority in connection with the transactions contemplated hereby and (iii) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated hereby. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 6.09, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries. (d) Parent and the Company shall use reasonable best efforts to cooperate, except where prohibited by Applicable Law, in determining the strategy for dealing with any Governmental Authority regarding Applicable Law relating to antitrust matters. Notwithstanding anything else contained herein, the Company shall not, without the prior written consent of Parent, (i) offer to sell, divest, hold separate, license, cause a Third Party to acquire, or otherwise dispose of, any Company Subsidiary, operations, divisions, businesses, product lines, customers or assets of Parent, its Affiliates, the Company or the Company Subsidiaries contemporaneously or after the Closing and regardless as to whether a Third Party purchaser must be identified or approved prior to the Closing (a “Divestiture”), (ii) agree or otherwise commit to undertake a Divestiture, (iii) take or commit to take such other actions that may limit Parent’s, its Affiliates’ the Company’s or the Company Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets (a “Restraint”) or (iv) enter into any Order, consent decree or other agreement to effectuate any of the foregoing. Notwithstanding anything to the contrary in this Agreement, each Parent shall not be required to offer, negotiate, agree to, effect, commit to, or undertake any Divestiture or Restraint, or enter into any Order, consent decree or other agreement to effectuate any of the parties hereto agrees to foregoing provisions of this Section 6.09 if doing so will cause a material and adverse effect on Parent or the Company. (e) Each of Parent and the Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate obtain the amendments and make effective the transactions contemplated by this Agreement, including (iconsents listed on Section 6.09(e) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by Company Disclosure Schedules (it being understood and agreed that the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other failure to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being shall not in itself be a "Consent"condition to or otherwise affect Parent’s or Merger Sub’s obligations hereunder), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Efforts. (ai) Upon the terms Each of Capital One, Synovus, Parent and subject to the conditions set forth in this AgreementSeller shall (and Capital One, Synovus, Parent and Seller shall cause each of the parties hereto agrees to their respective Affiliates to) use its reasonable best efforts to takeconsummate the transactions contemplated hereby and, or cause to be takenin the case of Parent, all appropriate actionSeller and their respective Affiliates, by the Merger Agreement, and to do, or cause the conditions set forth in Article VI to be donesatisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to 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 generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all things necessary, proper registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to consummate and make effective which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinionsthose described on Schedule 5.1(a)(i), waiversin each case until the issuance of a final, consents and approvals and effect all necessary registrations and filings and (ii) defending any non-appealable order with respect to each such lawsuit or other legal proceedings proceeding, (D) 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, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the Offertransactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. In case at any time after Notwithstanding anything to the Expiration Date any further action is necessary or desirable to carry out the purposes of contrary in this Agreement, the proper officers and directors of each party Synovus may withdraw any registration or filing made pursuant to this Agreement Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawal. (ii) In furtherance of the obligations set forth in Section 5.1(a)(i), (A) subject to Section 5.1(a)(v), Synovus shall promptly take all such necessary action. Without limiting the foregoing, (and shall cause each of Ophthalmic its Affiliates to take) any and Premier shall make all actions necessary filings with Governmental Entities as promptly as practicable in order or advisable to facilitate prompt obtain all Synovus Required Approvals and to avoid or eliminate each and every impediment to the consummation of the transactions contemplated by hereby in connection with obtaining the Offer and this Agreement. In additionSynovus Required Approvals, in each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other case so as to (i) comply as promptly as practicable with all governmental requirements applicable enable the parties to consummate the transactions contemplated by the Offer and this Agreement, including and (B) the making of all filings necessary or proper under applicable laws and regulations Seller shall make, subject to consummate and make effective the condition that the transactions contemplated by hereby or thereby actually occur, any undertakings (including undertakings to accept operational restrictions or limitations or to make sales or other dispositions, provided that such restrictions, limitations, sales or other dispositions are conditioned upon the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing consummation of the Offer Documents, transactions contemplated hereby) as are requested by Synovus and are required to obtain such Synovus Required Approvals or to avoid the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits entry of, or registrations to effect the dissolution of or filings with vacate or notifications to (any of the foregoing being a "Consent")lift, any Governmental Entity necessary for decrees, judgments, injunctions or orders that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier None of the parties hereto shall, directly or Ophthalmic may reasonably request in connection with the foregoing. In additionindirectly, if at any time prior to the Expiration Date any event through one or circumstance relating to either Ophthalmic or Premier or any more of their respective subsidiariesAffiliates, should be discovered by Ophthalmic or Premier, as take any action (in the case may beof Parent and Seller, other than exercising any right under the Merger Agreement to terminate the Merger Agreement in accordance with its terms), that would reasonably be expected to prevent or cause a material delay in the satisfaction of the conditions contained in Article VI or the consummation of the transactions contemplated hereby or, in the case of Parent and which should be set forth in an amendment to Seller, by the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceMerger Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees shall, and the ▇▇▇▇▇▇ Parties shall cause the other ▇▇▇▇▇▇ Group Entities to, use their commercially reasonable efforts (subject to, and in accordance with, applicable Law) to use its reasonable best efforts to taketake promptly, or to cause to be taken, all appropriate actionactions, 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 to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. In addition, Parent shall use its reasonable best efforts to obtain the Funding in accordance with the Funding Commitments. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the ▇▇▇▇▇▇ Parties and the Parent Parties shall (i) if required, as promptly as practicable after the date hereof, make their respective filings and thereafter make any other required submissions under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, 15 U.S.C. §18a, as amended (the “HSR Act”), (ii) use commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use commercially reasonable efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities in connection with the HSR Act, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as defined herein) with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, use commercially reasonable efforts to keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit to the extent permitted by Law promptly furnishing the other with copies of notices or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated communications received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier ▇▇▇▇▇▇ Parties or any of their respective subsidiaries, should be discovered by Ophthalmic Subsidiaries or Premierthe Parent Parties, as the case may be, and which should be set forth in an amendment from any third party and/or any Governmental Entity with respect thereto. (c) Subject to the Offer Documents rights of the Parent Parties in Section 5.11, and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or Schedule 14D-9judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the discovering Merger or any other transaction contemplated by this Agreement, each of the ▇▇▇▇▇▇ Parties or the Parent Parties shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) The Parent Parties and the ▇▇▇▇▇▇ Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.6 as “Regulatory Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside regulatory counsel of the recipient and will promptly inform not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (the Parent Parties or the ▇▇▇▇▇▇ Parties as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.6, materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of such event the Common Units or circumstancethe business of the ▇▇▇▇▇▇ Group Entities. For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing any of the material operations or assets of the Partnership and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its all reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Galaxy Specified Approvals and the Mars Specified 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) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Galaxy or any of its Subsidiaries, or Mars or any of its Subsidiaries or Holdco be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the parties hereto shall (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof (or such later date as may be mutually agreed in writing by the parties hereto), file any and all required Notification and Report Forms under the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) use (and, in the case of Mars, Holdco or the Merger Subs, cause each of their respective affiliates to use) reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; and (iv) take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreementhereby, including taking (iand, in the case of Mars, Holdco or the Merger Subs, cause each of their respective affiliates to take) obtaining all such further action as may be necessary opinionspromptly to resolve such objections, waiversif any, consents and approvals and effect all necessary registrations and filings and (ii) defending as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any lawsuit other nation or other legal proceedings challenging this Agreement jurisdiction or the Offer. In case at any time after the Expiration Date other person may assert under any further action is necessary or desirable Law with respect to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Offer Mergers so as to enable the Closing to occur as soon as reasonably possible (and this Agreement. In additionin any event no later than the End Date), each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any required feesassets or businesses of Mars, Holdco or their respective Subsidiaries or affiliates, or of Galaxy or its Subsidiaries and (y) and will cooperate fully with each other otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Holdco or its Subsidiaries’ (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making Surviving Corporations’) or affiliates’ freedom of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited action with respect to, cooperation or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporations’) businesses, product lines or assets, in each case as may be required in order to avoid commencement of litigation seeking the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits entry of, or registrations to effect the dissolution of, any injunction, temporary restraining order or filings other order in any suit or proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the End Date; provided that neither Galaxy nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or notifications order of a Governmental Authority to (sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of Galaxy or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on Galaxy only in the event that the Closing occurs; provided that none of Mars, Holdco or the Merger Subs shall be required to take any of the foregoing being actions described in clauses (iv)(x) or (y) above with respect to any of their or Galaxy’s assets or businesses if such action would be material in relation to the assets or business of Holdco, Mars, Galaxy and their respective Subsidiaries, taken as a "Consent")whole, at or after the Effective Time. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity necessary for Entity, Galaxy and Mars shall keep each other apprised of the consummation status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Galaxy or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierMars, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Galaxy and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Mars shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of Galaxy and Mars agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or circumstancejudicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of Galaxy and Mars shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Mergers and the other transactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its commercially reasonable best efforts to take, or to cause to be taken, all appropriate actionactions, 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 effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all necessary opinionsactions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Company Approvals and effect the Parent Approvals, from Governmental 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 Authorities, (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 lawsuit lawsuits or other legal proceedings proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the 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. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes furtherance of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each the Company may, but in no event shall the Company or any of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In additionits Subsidiaries be required to, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable pay prior to the transactions contemplated by the Offer and this AgreementEffective Time any fee, including the making of all filings necessary penalties or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments other consideration to any thereof, and (ii) third party to obtain promptly all consents, waivers, approvals, authorizations any consent or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary approval required for the consummation of the transactions contemplated by Offer, the Offer and this AgreementTop-Up Option or the Merger. Premier and Ophthalmic No party hereto shall furnish take any action that would reasonably be expected to each other such prevent or materially delay or impede the receipt of any necessary information and reasonable assistance as Premier actions or Ophthalmic may reasonably request in connection with the foregoing. In additionnonactions, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiarieswaivers, should be discovered by Ophthalmic or Premierconsents, as the case may beclearances, approvals, and which should be set forth in an amendment to expirations or terminations of waiting periods, including the Offer Documents or Schedule 14D-9Company Approvals and the Parent Approvals, the discovering party will promptly inform the other party of such event or circumstancefrom Governmental Authorities.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each the Company, Parent and Offeror shall use all reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Offer, including (i) the obtaining of the Specified Approvals and the Offeror 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 defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the other transactions contemplated by this Agreement, including by pursuing all avenues of administrative and judicial appeal; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, Parent and Offeror shall (i) use all reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties hereto agrees to or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals; and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by hereby. (c) The Company, Parent and Offeror shall, cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions, and any other material actions pursuant to this AgreementSection 4.03, including (i) obtaining all necessary opinions, waivers, consents and approvals subject to applicable legal limitations and effect all necessary registrations and filings and (ii) defending the instructions of any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this AgreementGovernmental Entity, the proper officers Company, on the one hand, and directors Parent and Offeror, on the other hand, shall keep each other apprised on a current basis of each party the status of matters relating to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Offer and this Agreement. In additionCompany, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Parent or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierOfferor, as the case may be, and which should be set forth in an amendment or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the Offer Documents or Schedule 14D-9exchange of information, the discovering party will promptly inform Company, on the one hand, and Parent and Offeror, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that (i) no party shall be responsible for translating any materials in English, Chinese or another language into a different language or for the opportunity of the other party’s counsel to review and comment on materials in any language other than the original language of such event materials and (ii) materials may be redacted (x) by the Company to remove proposals from third parties with respect thereto (subject to the Company’s obligations under Section 4.02), (y) by the Company or circumstanceOfferor as necessary to comply with contractual agreements, and (z) by the Company or Offeror as necessary to address privilege or confidentiality concerns. Each of the Company, on the one hand, and Parent and Offeror, on the other hand, agrees not to participate in any substantive meeting or discussion, either in Person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of the Company, on the one hand, and Parent and Offeror, on the other hand, shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.03 shall limit a party’s right to terminate this Agreement pursuant to Article V so long as such party has, prior to such termination, complied with its obligations under this Section 4.03. (e) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Offer Closing Date, each of the Company, Parent and Offeror shall not take or agree to take any action that would reasonably be expected to prevent or delay the parties from obtaining any Governmental Approval in connection with the Offer, or to prevent or materially delay or impede the consummation of the Offer.

Efforts. (a) Upon From and after the terms date hereof, Buyer and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to Seller shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) obtaining the preparation and filing of all necessary opinionsforms, waivers, consents and approvals and effect all necessary registrations and filings notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) defending the execution and delivery of any lawsuit or additional instruments necessary to consummate the Transaction and the other legal proceedings challenging transactions contemplated by this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Ophthalmic Buyer and Premier each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall make use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary filings with Governmental Entities to be obtained prior to the Closing. To the extent that transfers of any Permits are required as promptly as practicable in order to facilitate prompt a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will the Parties hereto shall use its reasonable best efforts (including, without limitation, exchange to effect such transfers. Each of any required fees) and will cooperate fully with each other to the Parties hereto hereby agrees that (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by Parties will bear the Offer and this Agreement, including the making costs of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing obtaining any Approval set forth on Section 7.2(d) of the Offer Documents, Seller Disclosure Schedules or Section 7.2(e) of the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) obtain promptly HD Supply and Buyer shall each pay when due and be responsible for one half of any and all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request filing fees in connection with the foregoing. In addition, if at any time prior filing by the parties hereto of the premerger notification and report forms relating to the Expiration Date any event Transaction or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party transactions contemplated by this Agreement under the HSR Act and the filing of such event or circumstanceany notice under the Competition Act.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each the Company (and its Subsidiaries) and Parent (and its Subsidiaries and Affiliates) shall cooperate with the other parties and use their respective reasonable best efforts to consummate and make effective the consummation of the parties hereto agrees Offer, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof, and in any event prior to the End Date, including: (i) preparing and filing all documentation necessary to effect all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods from any Governmental Entity; (ii) obtaining all necessary actions or nonactions, waivers, consents, clearances, or approvals from third parties; (iii) defending any Legal Proceedings, whether judicial or administrative, challenging this Agreement or challenging, hindering, impeding, interfering with or delaying the consummation of the Offer, the Merger and the other transactions contemplated 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 (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, Merger Sub, the Company or any of their respective Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for or triggered by the consummation of the transactions contemplated by this Agreement under any contract or agreement or otherwise (and without the prior written consent of Parent, none of the Company nor any Subsidiary of the Company shall pay or make or commit to pay or make any such payment). (b) Subject to the terms and conditions in this Agreement and without limiting the foregoing, the Company (and its Subsidiaries) and Parent (and its Subsidiaries and Affiliates) shall (i) file, or cause to be filed, all required Notification and Report Forms pursuant to the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement within ten (10) Business Days after the date hereof and file, or cause to be filed, any filing (or draft thereof) required under any other applicable Antitrust Law or Foreign Investment Law, if any, as promptly as practicable after the date hereof, (ii) supply or cause to be supplied, as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law or Foreign Investment Law and (iii) use its reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods under the HSR Act and any other applicable Antitrust Law or Foreign Investment Law, if any, as promptly as practicable after the date hereof, and in any event prior to the End Date. (c) In furtherance and not in limitation of the foregoing, Parent (and its Subsidiaries and Affiliates) shall (and at the request of Parent, the Company and its Subsidiaries shall) take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate resolve such objections any Governmental Entity may assert under any Antitrust Law or Foreign Investment Law with respect to the Offer, the Merger and make effective the other transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Law that may be asserted by any Governmental Entity with respect to the Offer, the Merger and the other transactions contemplated by this Agreement so as to enable the Closing to occur as promptly as practicable after the date hereof (and in any event no later than the End Date), including (x) proposing, negotiating, committing to, effecting, agreeing to and executing, by consent decree, settlement, undertaking, stipulations or otherwise, the sale, divestiture, transfer, license, hold separate or disposition of any and all of the share capital or other equity voting interests, assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of Parent (including its Subsidiaries and Affiliates) and of the Company (including its Subsidiaries), (y) terminating, transferring or creating relationships, contractual rights or other obligations of Parent (including its Subsidiaries and Affiliates) and the Company (including its Subsidiaries) and (z) otherwise taking or committing to take any actions or agreeing to any undertakings that would limit Parent’s (including its Subsidiaries’ and Affiliates’, including the Surviving Corporation’s) freedom of action with respect to or their ability to retain, or impose obligations on Parent’s (including its Subsidiaries’ and Affiliates’, including the Surviving Corporation’s) future operations with respect to, assets (whether tangible or intangible), businesses, divisions, personnel, operations, products or product lines of Parent (and its Subsidiaries and Affiliates, including the Surviving Corporation) or the Company (and its Subsidiaries), in each case so as to satisfy the conditions to Closing or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Legal Proceeding that would otherwise have the effect of preventing the Closing, delaying the Closing or delaying the Closing beyond the End Date (each such action in the foregoing clauses (x), (y) and (z), a “Remedy Action”). Anything in this Agreement to the contrary notwithstanding, (i) obtaining all necessary opinionsnone of Parent, waiversMerger Sub or any Subsidiary or Affiliate of Parent shall be required to (A) take or consent or agree to any Remedy Action (or other action pursuant to this Section 5.6(c)) with respect to any of Parent’s or its Subsidiaries’ or Affiliates’ assets (whether tangible or intangible), consents businesses, divisions, operations, products, or product lines that, individually or in the aggregate, generated (or contributed to the generation of) greater than $25,000,000 in revenue during the 2023 fiscal year or (B) take or consent or agree to any action pursuant to Section 5.6(a) or this Section 5.6(c) that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the Company and approvals and effect all necessary registrations and filings and its Subsidiaries (taken as a whole); (ii) defending any lawsuit or other legal proceedings challenging this Agreement none of Parent, Merger Sub, or the Offer. In case at Company, nor any time after of their respective Subsidiaries or Affiliates shall be required to agree to or effectuate any Remedy Action unless the Expiration Date effectiveness thereof is conditioned on the Closing; and (iii) without Parent’s prior written consent, the Company shall not (and shall not permit any further action is necessary Subsidiary of the Company to) take, commit or desirable agree to carry out any Remedy Action. (d) Subject to the purposes other terms and conditions of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic the Company (and Premier its Subsidiaries) and Parent (and its Subsidiaries and Affiliates) shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply consult and cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity or any other Person relating to the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) keep the other parties hereto promptly informed of any communication received by such party from any Governmental Entity and of any communication received in connection with any proceeding by any other Person, in each case regarding the Offer, the Merger and the other transactions contemplated by this Agreement (and in the case of written communications, furnish the other parties with a copy of such communication), (iii) permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed filing, submission or other communication to any Governmental Entity or other Person regarding the Offer, the Merger and the other transactions contemplated by this Agreement, and (iv) to the extent not prohibited by the applicable Governmental Entity or other Person, give the other parties hereto the opportunity to attend and participate in any meetings (whether in-person or otherwise), telephone or video calls or other conferences, in each case, regarding the Offer, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing, any party may, as it deems advisable and necessary, reasonably (x) redact materials to protect competitively sensitive information or information concerning valuation, or as necessary to address reasonable attorney-client, attorney work product or other privilege concerns and (y) reasonably designate any competitively sensitive material provided to the other parties under this Section 5.6(d) as “outside counsel only” (such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless written permission is obtained in advance from the party providing the materials). (e) Subject to the other terms and conditions of this Agreement, if any Legal Proceeding (administrative or judicial), decree, judgment, injunction or other order, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging, hindering, impeding, interfering with or delaying any transaction contemplated by this Agreement as violating any Antitrust Law or Foreign Investment Law, each of the Company (and its Subsidiaries) and Parent (and its Subsidiaries and Affiliates) shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such Legal Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger and the other transactions contemplated by this Agreement. (f) The Company (and its Subsidiaries) and Parent (and its Subsidiaries and Affiliates) shall jointly develop the (i) strategy for obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods so as to enable Closing to occur as soon as practicably possible, (ii) response to any request from, inquiry by or investigation by (including the timing, nature and substance of all such responses) any Governmental Entity with respect to the Offer, the Merger and the other transactions contemplated by this Agreement and (iii) strategy for the defense and settlement of any Legal Proceeding brought by or before any Governmental Entity that has authority to enforce the applicable Antitrust Laws or Foreign Investment Laws. No party shall extend any waiting period under the HSR Act (including by withdrawing and refiling its filing under the HSR Act) or any other Antitrust Law or Foreign Investment Law or enter into any commitment to or agreement with any Governmental Entity to delay, or otherwise not to consummate as promptly as practicable with all governmental requirements applicable to practicable, the Offer, the Merger or the other transactions contemplated by this Agreement except with the Offer prior written consent of the other party. (g) Parent shall not, and this Agreement, including the making of all filings necessary or proper under applicable laws shall cause its Subsidiaries and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but Affiliates not limited to, cooperation acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing all or substantially all of the assets of or equity in, or by any other manner, any Person, business or any corporation, partnership, association or other business organization or division of any business or any corporation, partnership, association or other business organization, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits obtaining of, or registrations or filings with or notifications to (materially increase the risk of not obtaining, any consents of the foregoing being a "Consent"), any Governmental Entity necessary for to consummate the Offer, the Merger or the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering an Order prohibiting the consummation of the Offer, the Merger or the other transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish ; (iii) materially increase the risk of not being able to each other remove any such necessary information and reasonable assistance as Premier Order on appeal or Ophthalmic may reasonably request in connection with otherwise; or (iv) materially delay or prevent the foregoing. In addition, if at any time prior to consummation of the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9Offer, the discovering party will promptly inform Merger or the other party of such event or circumstancetransactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including the proviso to the first sentence of Section 6.9(d), the Company and Parent shall (and shall cause their respective Subsidiaries to) each of the parties hereto agrees to use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining obtain all necessary opinionsactions, waivers, registrations, permits, authorizations, orders, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and effect make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate the Transactions as promptly as practicable and in any event prior to the Outside Date and (ii) defending deliver required notices or any lawsuit necessary additional instruments to, and obtain required consents, waivers or other legal proceedings challenging this Agreement or any additional instruments necessary from, Third Parties in order to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities Transactions as promptly as practicable and in order any event prior to facilitate prompt the Outside Date. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 6.9, each of Parent and the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the transactions contemplated Transactions, as promptly as reasonably practicable (but in no event later than ten (10) Business Days from the date of this Agreement for the filing of the notification and report forms and related material required under the HSR Act), (ii) provide or cause to be provided as promptly as reasonably practicable any information and documentary material that may be requested by the Offer DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and this Agreement. In addition(iii) as promptly as practicable, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange take such actions as are necessary or advisable to obtain prompt expiration or termination of any required feesapplicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities, including to cause to be lifted or vacated any restraint, injunction or other legal impediment to any of the Transactions, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. (c) Subject to Applicable Law, the Company and will Parent and their respective counsel shall (i) cooperate fully in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (iii) comply have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) as promptly as practicable, inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) as promptly as practicable furnish each other with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making copies of all correspondence, filings necessary and written communications between them or proper under applicable laws and regulations to consummate and make effective their Subsidiaries or Affiliates, on the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoone hand, and any amendments Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. Notwithstanding the foregoing, Parent shall, following consultation with the Company and after giving due consideration to the Company’s views and acting reasonable and in good faith, and subject to Parent’s and Merger Sub’s obligations under this Section 6.9, direct and have principal responsibility for all aspects of the parties’ efforts with respect to the HSR Act and other applicable Antitrust Laws with respect to the Transactions, and the Company shall cooperate in good faith with Parent and Merger Sub in the parties’ efforts to obtain any clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any thereofAntitrust Laws; provided, that each of the parties shall (i) have the right to review in advance, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance extent practicable each will consult the other on, all the information relating to either Ophthalmic or Premier or any of their the other party and its respective subsidiaries, should be discovered by Ophthalmic or PremierSubsidiaries, as the case may be, and which should be set forth that appears in an amendment any filing made with, or written materials (including correspondence) submitted to, any Third Party and/or any Governmental Authority in connection with any governmental inquiry, investigation or proceeding with respect to the Offer Documents Transactions, (ii) promptly inform each other of any material communication (or Schedule 14D-9any other material correspondence or memoranda) received from, or given to, the discovering party will DOJ or the FTC or any other applicable Governmental Authority and (iii) promptly inform furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiary, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. The parties shall (with respect to any in-person discussion or meeting), and shall to the extent practicable (with respect to any telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.9 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.9, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Acquired Companies and as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) In furtherance of the undertakings of Parent pursuant to Section 6.9(a) and Section 6.9(b), but subject to the proviso to this sentence, Parent shall take, or cause to be taken, any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority or any other Person so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses to be acquired by Parent pursuant hereto, and entering into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding by a Governmental Authority or any other Person under Antitrust Laws that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions; provided that, notwithstanding the foregoing provisions of this Section 6.9(d) or any other provision of this Agreement, in no event shall Parent or circumstanceany of its Subsidiaries be required to agree to (nor shall the Company or any Company Subsidiaries be permitted to agree unless Parent so directs them (and they shall, if Parent so directs, agree to, so long as such agreements are conditioned upon the Closing)) any action, concession or undertaking, unless such action, concession or undertaking is conditioned on the Closing. Notwithstanding anything in this Section 6.9 or elsewhere in this Agreement to the contrary, Parent shall not be required to take (nor shall the Company or any Company Subsidiaries be permitted to take) any action with respect to Parent or any Affiliate of Parent, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of Parent or any of its Affiliates (other than the Company and its Subsidiaries), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition, of the assets, properties or businesses of Parent or any Affiliate of Parent (in each case, other than the Company and its Subsidiaries). In addition, Parent shall defend through litigation on the merits any claim asserted in court by any Governmental Authority or any other person under Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing occurring prior to the Outside Date. (e) Neither Parent nor Merger Sub (nor any other Subsidiary of Parent) shall enter into any agreement, transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to prevent or materially delay Parent’s or Merger Sub’s ability to: (i) obtain the timely expiration or termination of the waiting period under the HSR Act, or the authorizations, consents, Orders and approvals required under any other applicable Antitrust Law, applicable to the Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order that would prevent or materially delay the consummation of the Transactions, or (iii) obtain all other authorizations, consents, Orders and approvals of Governmental Authorities necessary for the consummation of the Transactions in accordance with the terms and conditions of this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall, and the Company shall cause each of the Company Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all appropriate actionactions, 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 to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than ten (10) Business Days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act as promptly as reasonably practicable, (ii) use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date), (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents to the extent permitted by Law promptly furnishing the other with true and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit complete copies of notices or other legal proceedings challenging this Agreement communications sent or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Company or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their Subsidiaries, to or from any third party and/or any Governmental Entity with respect thereto, and which should be set forth permit the other to review in an amendment advance any proposed communication by such party to any supervisory or Governmental Entity and (v) give the other reasonable notice of, and, to the Offer Documents or Schedule 14D-9extent permitted by such Governmental Entity, the discovering party will promptly inform allow the other to attend and participate at any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry or proceeding relating thereto. (c) Subject to the rights of Parent in Section 7.7, and in furtherance and not in limitation of the covenants of the parties contained in this Section 7.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.6 shall limit a party’s right to terminate this Agreement pursuant to Section 9.2(a) or (b) so long as such party of has, prior to such event termination, complied with its obligations under this Section 7.6. (d) The parties will cooperate and use their respective reasonable efforts to identify and comply with any so-called “transaction-triggered” or circumstance“responsible property transfer” requirements under Environmental Laws that result from the Merger.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Company and Parent shall cooperate with each of the parties hereto agrees to other and use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing as promptly as practicable after the date hereof with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, financial statements, records, applications and other documents, in each case, as required by this Section 8.01, (ii) obtaining and maintaining as required by this Section 8.01 all approvals, consents, registrations, Permits, authorizations, licenses, waivers and other confirmations required to be obtained from any Governmental Authority that are necessary to consummate the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (iiiii) defending executing and delivering any lawsuit additional instruments necessary to consummate the transactions contemplated hereby; provided, that in no event shall Parent, Merger Subsidiary, the Company or other legal proceedings challenging any of their respective Subsidiaries be required to waive any right or condition set forth in this Agreement or the Offer. any Transaction Document. (b) In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes furtherance and not in limitation of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic Parent and Premier shall the Company shall, as necessary, (i) make all necessary filings with Governmental Entities an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in order any event within ten (10) Business Days after the date hereof), (ii) within 15 calendar days following the date of this Agreement, submit to facilitate prompt consummation of DDTC any notifications regarding the transactions contemplated hereby required pursuant to Section 122.4 of the ITAR, (iii) make each other appropriate filing required pursuant to any Foreign Regulatory Law (collectively with the HSR Act, ITAR and CFIUS Laws and Regulations, the “Regulatory Laws”) as promptly as practicable, (iv) comply at the earliest practicable date with any request under any of the Regulatory Laws for additional information, documents, or other materials received by the Offer and this Agreement. In addition, each of Premier them or any of their respective Subsidiaries or Affiliates from any Regulatory Authority in respect of such filings or such transactions and Ophthalmic will (v) cooperate with each other in connection with any such filing (including, to the extent permitted by Applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith), and in connection with resolving any investigation or other inquiry of any Regulatory Authority under any of the Regulatory Laws with respect to any such filing or any such transaction. Each such party shall use its reasonable best efforts (including, without limitation, exchange to furnish to each other all information required for any application or other filing to be made pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement. Each such party shall promptly inform the other parties hereto of any required feesoral communication with, and provide copies of written communications with, any Regulatory Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Regulatory Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Regulatory Authority, the opportunity to attend and/or participate. Subject to Applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under any of the Regulatory Laws. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 8.01(b) as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.01(b) in a manner so as to preserve any applicable privilege. All filing fees payable in connection with the notifications, filings, registrations or other materials contemplated by this Section 8.01(b) shall be paid entirely by the Parent. Notwithstanding the foregoing, the Parent shall direct and control all communications and strategy relating to obtaining the approvals required under any Regulatory Laws following consultation with the Company. (c) The parties shall cooperate fully to submit a draft joint voluntary notice to CFIUS with each other to (i) comply as promptly as practicable with all governmental requirements applicable respect to the transactions contemplated by this Agreement (the Offer and “Draft CFIUS Notice”) as soon as practicable after the date of this Agreement. After receipt of confirmation that CFIUS has no further comments or inquiries related to the Draft CFIUS Notice, including the making parties shall submit the CFIUS Notice as soon as practicable. The parties shall comply at the earliest practicable time, and in any event no later than required by CFIUS or any CFIUS member agency, with any request for additional information, documents or other materials, and will cooperate with each other in connection with both the Draft CFIUS Notice and the CFIUS Notice and in connection with resolving any investigation or other inquiry of all filings necessary CFIUS or proper under applicable laws any CFIUS member agency. The parties shall each promptly inform the other party of any oral communication with, and regulations provide copies of written communications with, CFIUS or any CFIUS member agency regarding any such filings; provided, that no party shall be required to consummate and make effective share communications containing its confidential business information if such confidential information is unrelated to the transactions contemplated by the Offer and this Agreement. The parties shall undertake best efforts to promptly take, includingor cause to be taken, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoall action, and any amendments do, or cause to any thereofbe done all things necessary or advisable to obtain CFIUS Approval as soon as practicable, and (ii) obtain promptly all consentsin any event prior to the End Date, waiversprovided, approvalshowever, authorizations that no party shall be required to take or permits of, or registrations or filings with or notifications agree to (take any of the foregoing being a "Consent"), any Governmental Entity necessary for undertaking that is not conditioned on the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request All filing fees payable in connection with the foregoing. notifications, filings, registrations or other materials contemplated by this Section 8.01(c) shall be paid entirely by the Parent. (d) In addition, if at Parent shall (i) defend or contest any time Action challenging this Agreement or the transactions contemplated hereby by any Regulatory Authority and (ii) solely with regards to the HSR Act, oppose, through and including Action on the merits (and all appeals with respect thereto), any claim asserted in court or other forum by any Regulatory Authority or other Person in order to avoid entry of, or to have vacated or terminated, any decree, Order or judgment (whether temporary, preliminary or permanent) that would restrain or prevent the Closing by the End Date. (e) Notwithstanding anything herein to the contrary, Parent shall, as soon as possible and in any event prior to the Expiration End Date take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or its Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or its Subsidiaries; (iii) terminating any venture or other arrangement of the Company or its Subsidiaries; (iv) creating any relationship, contractual rights or obligations of the Company or its Subsidiaries or (v) effectuating any other change or restructuring of the Company or its Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States, the European Commission, any other competition authority of any jurisdiction, CFIUS or any other Governmental Authority (collectively, “Regulatory Authority”) in connection with any Regulatory Law and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) solely to ensure (x) that no Regulatory Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger and (y) that no Regulatory Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date. In the event that any action is threatened or circumstance relating instituted by a Regulatory Authority challenging the Merger as violative of any Regulatory Law, Parent shall take all action necessary, including but not limited to either Ophthalmic any Divestiture Action, to avoid or Premier resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, Parent shall use reasonable best efforts to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the End Date. Notwithstanding anything to the contrary, for the avoidance of doubt, none of the Company or any of their respective subsidiaries, should its Subsidiaries or Affiliates prior to the Closing shall be discovered by Ophthalmic or Premier, as the case may be, and which should be required to take any action set forth in Section 8.01(c) or Section 8.01(d) (which is not conditioned on the Closing) to satisfy the efforts standard set forth in this Section 8.01 (or elsewhere in this Agreement). (f) Except as specifically required by this Agreement, Parent shall not (and shall cause (x) the Persons listed on Section 8.01(f)-1 of the Company Disclosure Letter and their controlled Affiliates and (y) the Persons listed on Section 8.01(f)-2 of the Company Disclosure Letter not to) (1) acquire or agree to acquire (by merging or consolidating with, or by purchasing a controlling portion of the assets of or equity in, or by any other manner), any Person or portion thereof which competes, in any material respect, in the consumer cybersecurity industry, or otherwise acquire or agree to acquire any assets which compete, in any material respect, in the consumer cybersecurity industry or (2) assign any of its rights hereunder to any Person or permit any Person to acquire a direct or indirect interest in Parent, in each case, if the entering into an amendment agreement to consummate, or the consummation of, such acquisition, merger or consolidation or assignment would reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any permits, orders or other approvals of any Regulatory Authority necessary to satisfy the condition set forth in Section 9.01(c), Section 9.01(d) or Section 9.01(e), (ii) increase the risk of any Regulatory Authority entering an order prohibiting the consummation of the transactions contemplated hereby which would prevent the satisfaction of the condition set forth in Section 9.01(b), or (iii) increase the risk of not being able to remove any Restraint. For purposes of this Section 8.01(f), with respect to the Offer Documents controlled Affiliates of the Persons listed on Section 8.01(f)-1, “control” means the ability to nominate a majority of the members of the board of directors or Schedule 14D-9, the discovering party will promptly inform the other party similar governing body of such event or circumstancePerson.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Matrix, the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII); provided, however, that, no party shall be required to pay (and, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), none of Matrix, the Company or the SpinCo Entities shall pay or agree to pay) any fee, penalty or other consideration to any other Third Party (other than any filing fees paid or payable to any Governmental Authority) for any approval, consent, registration, permit, authorization or other confirmation required for the consummation of the transactions contemplated by this Agreement; provided, further, that the Parties agree and acknowledge that, except as provided in Section 8.1(a), receipt of any such any approval, consent, registration, permit, authorization or other confirmation is not a condition to Closing. (b) In furtherance and not in limitation of the foregoing, each of the Company, Matrix and Parent shall make, as promptly as reasonably practicable, all required filings pursuant to the HSR Act and other Competition Laws, with respect to the transactions contemplated by this Agreement; provided that the filing by each of the Company and Parent of a Notification and Report Form pursuant to the HSR Act with respect to the Merger shall be made within five (5) Business Days of the date of this Agreement, unless a later date is agreed to in writing by the Company and Parent. Each of the Company, Matrix and Parent shall respond promptly to all requests for additional information and documentary material by a Governmental Authority, and shall comply promptly with such requests unless the Company and Parent agree with each other to defer compliance, and shall use reasonable best efforts to take all other actions necessary and appropriate to obtain all necessary approvals and to cause the expiration or termination of applicable waiting periods as soon as practicable so as to permit consummation of the contemplated transactions as soon as practicable. (c) The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act and neither Parent nor the Company shall, without the written consent of the other (which consent shall not be unreasonably withheld): (i) pull and refile any notification under the HSR Act, (ii) enter into any timing agreement with any Governmental Authority or (iii) agree with any Governmental Authority not to consummate the transactions contemplated by this Agreement for any period of time. Parent and Matrix shall each pay 50% of the filing fees payable under the HSR Act, irrespective of whether the transactions contemplated by this Agreement are consummated. (d) Except as prohibited by applicable Law or Order, Parent, Matrix and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including (i) obtaining all necessary opinionsany proceeding initiated by a private party, waivers, consents including by allowing the other Party to have a reasonable opportunity to review in advance and approvals and effect all necessary registrations and comment on drafts of filings and submissions, (ii) defending promptly inform the other of (and if in writing, supply to the other) any lawsuit communication received from, or given to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority, in each case regarding any of the transactions contemplated by this Agreement, (iii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals or other legal proceedings challenging communications to be submitted to any Governmental Authority, and (iv) coordinate with the other in preparing and exchanging such information and promptly provide the other with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the Offer. In case at transactions contemplated hereby under the HSR Act or any time after other Competition Law; provided, that documents or information required to be provided pursuant to this Section 7.1(d) (x) may be redacted as necessary (I) to comply with contractual arrangements, (II) to avoid waiver of any legal privilege, or (III) to remove references concerning the Expiration Date any further action is necessary valuation or desirable alternative bidders, and (y) may be designated as “outside counsel only,” which materials and the information contained therein shall be given only to carry out outside counsel and previously-agreed consultants of the purposes of this Agreementrecipient and will not be disclosed by such outside counsel or consultants to employees, the proper officers and officers, or directors of the recipient without the advance written consent of the party providing such materials. (e) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each party of the Company, Matrix and Parent shall (i) not participate in or attend any meeting, or engage in any conversation, with any Governmental Authority in respect of the Merger (including with respect to this Agreement shall take all any of the actions referred to in Section 7.1(a)) without the other, (ii) give the other reasonable prior notice of any such necessary action. Without limiting meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Parties reasonably apprised with respect thereto. (f) In furtherance of the foregoing, Parent shall use reasonable best efforts take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible and in any event, before the End Date, including (i) the prompt use of Ophthalmic its reasonable best efforts to ensure the expiration of all waiting periods under the HSR Act, and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including (A) the making proffer and agreement by Parent of all filings necessary its willingness to sell, lease, license or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits otherwise dispose of, or registrations hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or filings with businesses or notifications to (any other operations or interests therein of the foregoing being a "Consent"Company and the SpinCo Entities (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), (B) the proffer and agreement by Parent of its willingness to take such other actions with respect to the Company and the SpinCo Entities, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) (either (A) or (B), a “Remedy”), in each case if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any Governmental Entity necessary for the Proceeding in any forum or (y) issuance of any Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority, and (C) the Offer defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions; and (ii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement. Premier , any and Ophthalmic all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement, provided, however, that nothing in this Agreement shall furnish (1) require Parent to each proffer or agree to any Remedy with respect to, including any sale, lease, license or other such necessary information and reasonable assistance as Premier disposition of assets, rights, product lines, categories of assets or Ophthalmic may reasonably request in connection with the foregoing. In additionbusinesses or other operations or interests therein of, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Parent or any of their respective subsidiaries, should be discovered by Ophthalmic its Subsidiaries or Premier, as Affiliates (or any other Person in which Parent or its Affiliates own any equity interest) other than the case may be, Company and which should be set forth in an amendment the SpinCo Entities or (2) obligate Parent or the Company to agree to any Remedy not conditioned on the Offer Documents or Schedule 14D-9, consummation of the discovering party will promptly inform the other party of such event or circumstanceClosing.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable, including under applicable Law, to cause the conditions to the Merger set forth in Article VIII to be satisfied and to consummate the Combination and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including by (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations, necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Combination or any of the other transactions contemplated by this Agreement; and (ii) taking all steps as may be necessary, subject to the limitations in this Section 7.3, 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 hereto agrees to make effective 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 to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law (as defined below), (i) cooperate in all respects and consult 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, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) 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 Entity, by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, including provided, however, that materials may be redacted (ix) obtaining all to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary opinionsto comply with contractual arrangements, waivers, consents and approvals and effect all necessary registrations and filings and (iiz) defending as necessary to address reasonable privilege or confidentiality concerns; and (iii) permit the other party to review any lawsuit communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC, or any other Governmental Entity, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, Company or any of their Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns, or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, or any other applicable Governmental Entity or other legal proceedings challenging this Agreement or Person, give the Offerother party the opportunity to attend and participate in such meetings, substantive telephone calls and conferences. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the For purposes of this Agreement, “Regulatory Law” means the proper officers ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and directors all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate (A) actions having the purpose or effect of each party to this Agreement shall take all such necessary action. Without limiting monopolization or restraint of trade or affecting competition or market conditions through merger, acquisition or other transaction and (B) foreign investment. (c) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 7.3(a) and Section 7.3(b), each of Ophthalmic Parent and Premier the Company shall, and shall make all necessary filings cause its Subsidiaries to, use its reasonable best efforts to (A) resolve objections, if any, as may be asserted with Governmental Entities as promptly as practicable in respect to the transactions contemplated by this Agreement under any Regulatory Law or (B) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order to facilitate prompt or judgment that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by the Offer and this Agreement, so as to, in each case, enable the parties to close the contemplated transactions expeditiously (but in no event later than the Termination Date). In additionfurtherance, each but without limiting the foregoing, Parent shall, and shall cause its Subsidiaries to, (i) negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divesture, disposition, or license of Premier any assets, properties, products, rights, services or businesses of Parent, the Company or their respective Subsidiaries, or agree to any other structural or conduct remedy, or (ii) otherwise take or commit to take any actions that would limit Parent’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of Parent, the Company or their respective Subsidiaries or any interest therein (any such action, a “Remedy”); provided, that Parent and Ophthalmic will its Subsidiaries shall not be permitted to take or commit, and the Company and its Subsidiaries shall not be required to take or commit to take, to take any Remedy with respect to the Company or any of its Subsidiaries the effectiveness of which is not conditioned on the Closing occurring; provided, further, that, notwithstanding anything in this Agreement to the contrary, none of Parent, the Company or their respective Subsidiaries shall be required to take or commit to take any Remedy pursuant to this Section 7.3 that, individually or in the aggregate, would reasonably be expected to have a material adverse impact on (x) Parent and its Subsidiaries, taken as a whole, after giving effect to the Combination (assuming Parent and its Subsidiaries, taken as a whole, after to giving effect to the Combination, are the size of the Company and its Subsidiaries, taken as a whole, prior to giving effect to the Combination), or (y) the benefits that are expected to be derived from the Combination. (d) Each of Parent and the Company shall use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to obtain the transactions contemplated by the Offer and this Agreement, including the making expiration or termination of all filings necessary or proper under applicable laws waiting periods and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvalsauthorizations and approvals of all third parties, authorizations or permits of, or registrations or filings with or notifications to including Governmental Entities (any of the foregoing being a "Consent"except those contemplated by Section 7.3(b), any Governmental Entity necessary which shall be governed by that Section), necessary, proper or advisable for the consummation of the transactions contemplated by the Offer this Agreement and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at provide any time notices to third parties required to be provided prior to the Expiration Date Effective Time; provided that, without the prior written consent of Parent, the Company shall not incur any event significant expense or circumstance relating liability, enter into any significant new commitment or agreement or agree to either Ophthalmic any significant modification to any contractual arrangement to obtain such consents or Premier certificates in each case, that would have a material adverse effect on the business or operations of the Company and its Subsidiaries, taken as a whole, and, to the extent Parent provides any such written consent, any such approved payments or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), shall be the sole responsibility of Parent. None of Parent, the Company or their respective Subsidiaries shall, without the prior written consent of the other parties hereto, enter into agreement or other commitment with a Governmental Entity to not close the Combination before a date that is following the Termination Date. (e) Each of Parent and the Company shall reasonably cooperate and use its reasonable best efforts to (i) seek each consent, approval, or waiver and (ii) prepare and deliver any notice, in each case of the foregoing clauses (i) and (ii), required to be delivered or obtained, as applicable, as a result of the consummation of the Combination pursuant to any material Contract that the Company, Parent or any of their respective subsidiariesSubsidiaries are a party; provided that Parent and the Company shall not be required to make any payment or incur any liability or obligation, should be discovered or commit to make any payment or incur any liability or obligation, in connection with seeking any consent, approval or waiver contemplated by Ophthalmic or Premier, as the case may be, and foregoing clause (i) the effectiveness of which should be set forth in an amendment to is not conditioned on the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceClosing occurring.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the Offer and date of this Agreement, including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity, including but not limited to, cooperation FINRA, the NFA, the Financial Conduct Authority in the preparation UK, the European Commission, Central Bank of Ireland, and filing the Japanese Financial Services Agency in order to consummate the Merger or any of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain promptly 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 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 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 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 periods under the HSR Act or obtain all Regulatory Approvals as soon as practicable. For the avoidance of doubt, Parent shall be responsible for the payment of all filing fees payable to any Governmental Entity. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.5(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or permits ofany other Regulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith); (ii) promptly inform the other party of any communication received by such party from, or registrations or filings with or notifications to (any given by such party to, the Antitrust Division of the foregoing being a "Consent"Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), any other Governmental Entity necessary for or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the consummation other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the Offer and this Agreement. Premier ; and Ophthalmic shall furnish (iii) permit the other party to review any communication it gives to, and consult with each other such necessary information and reasonable assistance as Premier in advance of any meeting, substantive telephone call, or Ophthalmic may reasonably request in connection conference with the foregoing. In additionDOJ, if at any time prior the FTC, or such other Governmental Entity or other person, and to the Expiration Date extent permitted by the DOJ, the FTC, or any event other applicable Governmental Entity or circumstance relating other Person, give the other party and/or its counsel the opportunity to either Ophthalmic or Premier attend and participate in such meetings, substantive telephone calls and conferences, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, the Company or any of their respective subsidiariesSubsidiaries, should (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be discovered provided to the other under this Section 7.5(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by Ophthalmic such outside counsel to employees, officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, and which should be set forth in an amendment to “Regulatory Law” means the Offer Documents or Schedule 14D-9▇▇▇▇▇▇▇ Act, as amended, the discovering party will promptly inform ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EU Merger Regulation and all other party national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of such event monopolization or circumstancerestraint of trade or affecting competition or market conditions through merger, acquisition or other transaction and laws relating to change of control or other approvals required from any Governmental Entity for completion of the transactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the 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 defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall Parent, Merger Sub, the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) if required, promptly make an appropriate filing under the ECMR, and use reasonable best efforts to obtain a decision from the European Commission allowing the consummation of the Merger and the other transactions contemplated hereby, (iii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iv) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (v) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (iand in any event no later than the End Date), including, without limitation (x) obtaining all necessary opinionsproposing, waiversnegotiating, consents committing to and approvals and effect all necessary registrations and filings effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates or of the Company or its Subsidiaries and (iiy) defending otherwise taking or committing to take any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time actions that after the Expiration Closing Date any further limits the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action is necessary with respect to, or desirable its ability to carry out retain, one or more of its or its Subsidiaries’ (including the purposes of this AgreementSurviving Corporation’s) businesses, the proper officers and directors of product lines or assets, in each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities case as promptly as practicable may be required in order to facilitate prompt consummation of avoid the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits entry of, or registrations to effect the dissolution of, any injunction, temporary restraining order or filings with other order in any suit or notifications to (proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the End Date; provided that neither the Company nor any of the foregoing being a "Consent")its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity necessary for Authority to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the consummation assets or business of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesits Affiliates, should be discovered unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by Ophthalmic the Company or PremierParent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event Governmental Entity, gives the other party the opportunity to attend and participate. (d) Subject to the rights of Parent in Section 5.11, and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or circumstancejudicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the S▇▇▇▇▇▇ Act of 1890, the C▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the ECMR and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the others in connection with the foregoing, including using its commercially reasonable efforts (i) to make promptly any filings that may be required by any Governmental Entity, and to supply promptly any additional information or documentary material that may be requested by a Governmental Entity, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained under any federal, State, local or foreign Law or regulation, including all necessary consents, approvals or waivers from equityholders, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to this Agreement to consummate the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) the defending of any lawsuit lawsuits or other legal proceedings proceedings, whether judicial or administrative, challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated hereby, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Entity, if any, and (v) to fulfill all conditions to this Agreement. (b) AHD shall use its commercially reasonable efforts to obtain on terms reasonably acceptable to AHD the debt financing contemplated by the Offer and this Agreement. In additionCommitment Letter (collectively, each of Premier and Ophthalmic will use its the “Financing”), including using commercially reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply negotiate definitive agreements with respect to the Financing consistent with the terms and conditions contained in the Commitment Letter, and (ii) satisfy on a timely basis all conditions in such Commitment Letter and definitive agreements. AHD will keep Atlas reasonably apprised on a reasonably current basis of the status of the Financing. (c) Prior to Closing, Atlas shall, and shall cause the Purchased Entities to, and shall use its commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of Atlas and the Purchased Entities to, provide to AHD all cooperation reasonably requested by AHD that is reasonably necessary and customary in connection with the Financing (including (i) participation in meetings, drafting sessions, presentations, road shows and due diligence, (ii) using commercially reasonable efforts to furnish AHD and its financing sources with financial statements and other financial and customary pertinent information regarding the Transferred Business, the Purchased Assets, the Purchased Entities and the Assumed Liabilities as may be reasonably requested by AHD to consummate the Financing, (iii) assisting AHD and the financing sources in the preparation of (A) offering documents and other informational and marketing materials and documents for any portion of the Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of AHD and the financing sources for any portion of the Financing, (v) reasonably facilitating the pledging of collateral and execution and delivery of definitive financing documents and customary deliverables, and (vi) using commercially reasonable efforts to obtain accountants’ comfort letters, accountants’ consent letters, legal opinions, surveys, title insurance and other customary documents for a secured financing, as reasonably requested by AHD); provided that such requested cooperation shall not unreasonably interfere with the operation of the Transferred Business or Atlas’s other businesses. AHD shall, promptly as practicable upon request by Atlas, reimburse Atlas for all reasonable out-of-pocket costs and expenses incurred by Atlas in connection with the cooperation set forth in this Section 7.1(c) and shall indemnify and hold harmless Atlas from and against any and all governmental requirements Losses resulting from or arising out of the arrangement of the Financing and any information utilized in connection therewith. (d) Subject to applicable legal limitations, Atlas and AHD shall promptly notify the other of the status of matters relating to the completion of the transactions contemplated by the Offer and this Agreement, including promptly furnishing the making other with copies of notices or other communications received by Atlas or AHD (or their respective Representatives), as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Atlas shall have the right to reasonably direct the strategy of the Parties in a manner consistent with the terms of this Agreement with respect to any communications, meetings or proceedings with any Governmental Entity in connection with obtaining all filings necessary consents, approvals or proper under applicable laws and regulations actions of any Governmental Entity to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII); provided, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require (or be deemed to require) Parent or any of its Affiliates to agree to or accept (nor shall the Company or any of its Subsidiaries, without Parent’s prior written consent, agree to or accept) any obligation, restriction, requirement, limitation, divestiture, condition, remedy or other action imposed by a Governmental Authority that would reasonably be expected to result in a material adverse effect on the financial condition, properties, assets and liabilities (considered together), business or results of operation of the Surviving Corporation (assuming the consummation of the Merger) and its Subsidiaries, taken as a whole (any such obligation, restriction, requirement, limitation, divestiture, condition, remedy or other action, a “Burdensome Condition”). (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company, including, as necessary, the respective Affiliates of each, shall (i) make, as promptly as reasonably practicable, and in any event within fifteen (15) Business Days of the date of this Agreement, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and (ii) make, as promptly as reasonably practicable, and in any event within twenty-five (25) Business Days of the date of this Agreement, each in a materially complete form, any filing that may be required with any other Governmental Authority. Each of the Company and Parent shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any Governmental Authority and necessary to obtain approval, consent, registration, a permit, authorization or other confirmation from such Governmental Authority and furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including providing financial information and certificates as well as personal information of senior management or directors of the Company or Parent, as applicable, and making individuals with appropriate seniority and expertise of the Company or Parent, as applicable, available to participate in discussions or hearings). (c) Except as prohibited by applicable Law or Order, each of Parent and the Company, including, as necessary, the respective Affiliates of each, shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including (i) obtaining all necessary opinionsany Proceeding initiated by a private party, waivers, consents including by allowing the other Party to have a reasonable opportunity to review in advance and approvals and effect all necessary registrations and comment on drafts of filings and submissions (except documents or portions thereof for which confidential treatment has been requested or given), (ii) defending promptly inform the other Party of (and if in writing, supply to the other Party) any lawsuit substantive communication received by such Party from, or other legal proceedings challenging this Agreement given by such Party to, any Governmental Authority, including the Federal Trade Commission or the Offer. In Antitrust Division of the Department of Justice, and of any material communication received or given in connection with any Proceeding by a private party, in each case at regarding any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act or in discussions with or filings to be submitted to any other Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other (to the extent timely communicated) in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including under the HSR Act, provided, however, that materials may be redacted or provided on an outside counsel only basis as necessary to address reasonable privilege or confidentiality concerns (including with respect to other businesses of the Parent, its Subsidiaries and any other Affiliates or stockholders of Parent or the Company), and to remove references concerning the valuation of the Company and its Subsidiaries, or Parent and its Subsidiaries, and other competitively sensitive material. (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of Premier the Company and Ophthalmic will Parent, including, as necessary, the respective Affiliates of each, shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (e) In furtherance and not in limitation of the foregoing, Parent and the Company shall each use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the consummation of the Merger and the other transactions contemplated hereby. (includingf) To the extent that any consent, without limitationapproval or waiver of a Third Party (other than any Governmental Authority) is required with respect to any Contract in connection with the transactions contemplated by this Agreement (each, exchange of any required fees) a “Third Party Consent”), the Company and will Parent shall cooperate fully with each other and use their respective reasonable best efforts to (i) comply obtain such Third Party Consent as promptly as practicable with all governmental requirements applicable to after the transactions contemplated by the Offer and date of this Agreement, including ; provided that nothing in this Agreement shall require the making Company to make any payment or deliver anything of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments value to any thereof, and (ii) Third Party in order to obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings any Third Party Consent. Parent shall reasonably cooperate with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Company in connection with obtaining such Third Party Consents, including by making its Representatives reasonably available to meet with such Third Parties by telephone or in person during normal business hours as reasonably requested by the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may beCompany, and which should be set forth in an amendment shall reasonably cooperate to the Offer Documents provide such documentation or Schedule 14D-9, the discovering party will information as is required by any such Third Parties as promptly inform the other party of such event or circumstanceas practicable.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Combination and make effective the other transactions contemplated by this Agreementthe Transaction Documents as soon as practicable after the date hereof, including (i) obtaining preparing and filing as promptly as practicable all documentation to effect all necessary opinionsapplications, 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 made at or prior to the Effective Time and all other material consents, waivers, consents licenses, orders, registrations, approvals, permits, rulings, expirations or terminations of waiting periods, authorizations and approvals and effect all clearances necessary registrations and filings and or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Combination or any of the other transactions contemplated by the Transaction Documents (collectively, the “Approvals”), (ii) defending taking all reasonable steps as may be necessary to obtain all Approvals and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any lawsuit 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 existing Contracts, such efforts shall not include any requirement or obligation of any 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 challenging this Agreement or the Offercounsel may be redacted to remove references concerning valuation. In case at furtherance and not in limitation of the foregoing, each Party agrees to promptly make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Combination and the other transactions contemplated by the Transaction Documents as promptly as practicable, and in any time event within twenty (20) Business Days after the Expiration Date 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 further action is 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 (C) all other necessary or desirable appropriate filings with other Governmental Authorities with respect to carry out the purposes Combination and 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 this Agreementany applicable waiting period under the HSR Act, and the proper officers receipt of the Approvals under such other applicable Laws or from such Governmental Authorities as soon as practicable. In connection with and directors of each party to this Agreement shall take all such necessary action. Without 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 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 Ophthalmic 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 Premier shall make 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 necessary filings communications and strategy for dealing with the DOJ, the FTC or such other applicable Governmental Entities as promptly as practicable in order Authority with respect to facilitate prompt consummation 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 by the Offer Transaction Documents, and this Agreement. In additionUtah shall, each on behalf of Premier the Parties, control and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable lead the defense strategy for dealing with all governmental requirements applicable to Actions challenging the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Combination or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and Transaction Documents that are brought by DOJ, the FTC or such other applicable Governmental Authority with respect to any antitrust, merger control, competition, national security or trade regulation Law. (b) Without limiting this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additionSection 8.7, if at any time prior but subject to the Expiration Date next sentence of this Section 8.7(b), each Party will take, or to cause to be taken, any event and all steps and to make any and all undertakings necessary to avoid or circumstance relating eliminate each and every impediment under any antitrust, merger control, competition, national security or trade regulation Law that may be asserted by any Governmental Authority with respect to either Ophthalmic or Premier the Combination or any of their respective subsidiariesthe transactions contemplated by the Transaction Documents so as to enable the Closing to occur as soon as reasonably possible, should be discovered including (i) proposing, negotiating, committing to and effecting, by Ophthalmic consent decree, hold separate order or Premierotherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Spinco (or the Spinco Subsidiaries) or Utah (or the Utah Subsidiaries), as applicable, or (ii) otherwise taking or committing to take action that limits Spinco’s or the case Spinco Subsidiaries’ or Utah’s or the Utah Subsidiaries’, as applicable, freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Spinco (or the Spinco Subsidiaries) or Utah (or the Utah Subsidiaries) (the actions referred to in clauses (i) and (ii) collectively, “Remedial Actions”) in each case, as may bebe required in order to satisfy the conditions to closing in Section 9.1(a) and to avoid the entry of, and or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which should would otherwise have the effect of preventing the Closing or the closing of any other transaction contemplated by the Transaction Documents; provided that, the effectiveness of any such Remedial Action shall be set forth in an amendment contingent on consummation of the Closing or such other closing, respectively; provided, further, that without the prior written consent of Utah, none of Pluto or any Spinco Party will take, or cause to be taken, any Remedial Action with respect to the Offer Documents or Schedule 14D-9Spinco Business, the discovering party will promptly inform Spinco Assets or the other party Spinco Liabilities. The obligations of such event this Section 8.7(b) shall not require Pluto to agree to any Remedial Action with respect to any assets, Liabilities or circumstancebusinesses that are not included in the Spinco Assets, the Spinco Liabilities or the Spinco Business, respectively.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto agrees to Purchaser and Sellers shall use its reasonable best efforts to promptly take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) obtaining preparing as promptly as practicable all necessary opinionsapplications, 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, consents licenses, orders, registrations, approvals, permits, rulings, authorizations, expiration of applicable waiting periods and approvals and effect all clearances necessary registrations and filings or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offeras promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In case at any time after furtherance and not in limitation of the Expiration Date any further action is necessary or desirable foregoing, each Party hereto agrees to carry out (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the purposes HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (B) make all other required filings (or, if required by the proper officers applicable Governmental Entity, a draft thereof) pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable, and directors (C) not extend any waiting period under the HSR Act or any 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 by this Agreement, except with the prior written consent of each party 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 Agreement. As promptly as practicable after the date of this Agreement, Parent and Sellers shall take use best efforts to provide to Purchaser’s outside antitrust counsel, all such documents and information necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall to make all necessary filings with Governmental Entities in all Deferred Closing Jurisdictions and each Party shall supply as promptly as practicable in order any additional information or documentation that may be requested pursuant to facilitate prompt consummation of the transactions contemplated by the Offer HSR Act or any other Antitrust Law and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as possible. (includingb) Each of Purchaser and Sellers shall, without limitationin connection with the actions referenced in Section 5.3(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, exchange of any required fees(i) and will cooperate fully in all respects with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other Governmental Entity or other person, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and (iv) except for Parties’ Notification and Report Forms and attachments thereto filed under the HSR Act, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Entity; provided that materials may be redacted to remove references concerning the valuation of the businesses of Sellers. Purchaser and Sellers, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Purchaser or Sellers, as the case may be) or its legal counsel. (c) In furtherance and not in limitation of the covenants of the Parties contained in Sections 5.3(a) and 5.3(b), each of Purchaser, Sellers and the Company shall use its reasonable best efforts to (i) comply as promptly as practicable avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court with all governmental requirements applicable respect to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated Agreement by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsFTC, the Schedule 14D-9 and DOJ or any actions other applicable Governmental Entity or filings related thereto, and any amendments to any thereof, private party; and (ii) obtain promptly all consentsavoid or eliminate each and every impediment under any Antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Outside Date), waiversincluding (x) proposing, approvalsnegotiating, authorizations committing to and effecting, by consent decree, hold separate order, or permits otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Purchaser and the members of the Education Group, (y) otherwise taking or committing to take actions that after the Closing would limit Purchaser’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Purchaser or the members of the Education Group, and (z) agreeing to divest, sell, dispose of, hold separate, or registrations otherwise take or filings commit to take any action that limits its freedom of action with respect to, or notifications Purchaser’s or Purchaser’s Subsidiaries’ ability to (operate or retain, any of the foregoing being a "Consent"businesses, product lines or assets of Purchaser or the members of the Education Group; provided, however, that any action contemplated by clauses (x), any Governmental Entity necessary for (y) and (z) is conditioned upon the consummation of the transactions contemplated by the Offer and this Agreement. Premier . (d) Without limiting any other obligation under this Agreement, during the period from the date of this Agreement until the Closing Date, each of Purchaser and Ophthalmic Sellers shall furnish not, and shall cause its Subsidiaries and controlled Affiliates to each other such necessary information and reasonable assistance as Premier not, take or Ophthalmic may agree to take any action that would reasonably request be expected to prevent or delay the Parties from obtaining any Governmental Approval in connection with the foregoingtransactions contemplated by this Agreement, or to prevent or materially delay or impede the consummation of the transactions contemplated herein (which, for the avoidance of doubt, shall not include ordinary course trading in debt). (e) Purchaser agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity whose consent or approval is sought in connection with the transactions contemplated hereby. In additionWhether or not the Sale is consummated, if at Purchaser and Parent shall each be responsible for 50% of all filing fees and payments to any time prior Governmental Entity in order to the Expiration Date obtain any event consents, approvals or circumstance relating waivers pursuant to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancethis Section 5.3.

Efforts. (a) Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, each of the parties hereto agrees to shall use its commercially reasonable best efforts to take promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, 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 defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby; and (iv) 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 be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract. (b) Subject to the provisions of this Agreement, the Company and Parent shall (i) promptly, but in no event later than 10 days after the date hereof, file any and all Notification and Report Forms required under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the Transactions, and use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) if required, promptly make an appropriate filing under the European Community Merger Regulation, and use commercially reasonable efforts to obtain a decision from the European Commission allowing the consummation of the Merger and the other 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 consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (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 Regulatory Law or by such Governmental Entity; and (v) use commercially reasonable efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby, including (i) obtaining taking all such further action as may be necessary opinionsto resolve such objections, waiversif any, consents and approvals and effect all necessary registrations and filings and (ii) defending as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any lawsuit other nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the Merger and the other transactions contemplated hereby. (c) Subject to applicable legal proceedings challenging this Agreement or limitations and the Offer. In case at instructions of any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this AgreementGovernmental Entity, the proper officers Company and directors of Parent shall keep each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation other reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of material or significant notices or other material or significant communications received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Company or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written material communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any significant substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event Governmental Entity, gives the other party the opportunity to attend and participate. (d) Subject to and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.7, if any administrative or circumstancejudicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.7 shall limit a party’s right to terminate this Agreement pursuant to Article VII, so long as such party has, prior to such termination, complied with its obligations under this Section 5.7. (e) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.7 shall (i) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world, unless Parent determines, in its sole reasonable judgment, that such action would not have more than a de minimis adverse impact on the strategic and other benefits expected to be achieved from the Merger and would not have more than a de minimis adverse impact on Parent or the Company.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees Parties to this Agreement shall (and shall cause each of their Affiliates to) use its reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by 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 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 or waiver from, or to avoid an Action or proceeding by, any Governmental Entity; (ii) the obtaining of all consents, approvals or waivers from third parties required to be obtained in connection with the Merger; and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall Parent, Company, or any of their respective Subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract (with the exception of any filing fee, or similar, payable to any Governmental Entities with respect to the Specified Approvals or Parent Approvals). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Parties shall (and shall cause their Affiliates to) (i) promptly, but in no event later than twenty (20) Business Days after the date hereof, file any and all required notification and report forms under the HSR Act, and file as promptly as practicable any other required filings and/or notifications under other applicable Antitrust Laws or Foreign Investment Laws listed in Section 4.3(b) of the Company Disclosure Letter and Section 5.3(b) of the Parent Disclosure Letter, with respect to the Merger and the other transactions contemplated by this Agreement, and use their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act or any other Antitrust Law or Foreign Investment Laws; (ii) use their reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law; and (iv) use their reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. Company and Parent shall not (and shall cause their Subsidiaries and Affiliates not to) agree to stay, including (i) obtaining all necessary opinionstoll or extend any applicable waiting period under any Antitrust Law, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit enter into or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings extend a timing agreement with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for or withdraw or refile any filing under the consummation HSR Act or any other Antitrust Law or Foreign Investment Law, without the prior written consent of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceParty.

Efforts. (a) Upon Subject to the terms and conditions herein provided for, and subject to the conditions set forth in this AgreementSection 6.10 hereof, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining using its reasonable best efforts to obtain all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offerfilings. In case at any time after the Expiration Date Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic the Company, Parent and Premier the Purchaser shall, and the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier Parent, the Purchaser and Ophthalmic the Company will use its reasonable best efforts (including, without limitation, exchange payment of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement or other foreign filings and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier Subject to the Confidentiality Agreement, Parent and Ophthalmic the Company shall furnish to each one and other (and to the Purchaser) such necessary information informa- tion and reasonable assistance as Premier Parent, the Purchaser or Ophthalmic the Company may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date Effective Time any event or circumstance relating to either Ophthalmic the Company or Premier Parent or the Purchaser or any of their respective subsidiaries, should be discovered by Ophthalmic the Company or PremierParent, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. (b) Without limiting Section 6.3(a), Parent, the Purchaser and the Company shall each (i) promptly make or cause to be made the filings required of such party under the HSR Act with respect to the Offer and the Merger; (ii) take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the Offer or the Merger so as to enable consummation thereof to occur as soon as reasonably possible, including without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent, the Purchaser or the Company as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying consummation of the Offer or the Merger; and (iii) use its best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the Offer or the Merger, including without limitation defending through litigation on the merits any claim asserted in any court by any party. Each party hereto shall promptly notify the other parties of any communication to that party from any Governmental Entity and permit the other parties to review in advance any proposed communication to any Governmental Entity. Parent and the Company shall not (and shall cause their respective affiliates and representatives not to) agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement, each of the parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act or in connection with other Consents. Each of the Company, Parent and the Purchaser agrees to respond promptly to and comply fully with any request for additional information or documents under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide Parent and the Purchaser, and Parent and the Purchaser will provide the Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Disposition) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). (b) In connection with the Merger and the other transactions contemplated hereby, to the extent requested by Parent, the Parties shall use their reasonable best efforts to consummate the disposition of the Company Stations identified on Section 7.1(b) of the Parent Disclosure Letter in the manner set forth on Section 7.1(b) of the Parent Disclosure Letter and such contracts and assets related thereto as shall be reasonably determined by Parent (such disposition, the “Station Disposition”), whether or not such dispositions are necessary, proper or advisable to obtain the approvals, consents, registrations, permits, authorizations and other confirmations otherwise required to be obtained from any Governmental Authority to consummate and make effective the Merger. Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate the Station Disposition. Parent shall be entitled to direct, in consultation with the Company, the process for the Station Disposition. Notwithstanding anything to the contrary contained in this Section 7.1(b), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Station Disposition, unless such Station Disposition is contingent upon the Closing. (c) To the extent requested by Parent, the Company shall and shall cause its Subsidiaries to, assign the options under option agreements with the Company Sharing Companies and their equityholders to one or more of Parent’s Affiliates or other designees of Parent, and take such other actions reasonably requested by Parent to cause one or more of the Company Stations licensed to a Company Sharing Company and subject to a Sharing Agreement with the Company or its Subsidiaries to be acquired by one or more of Parent’s Affiliates or other designees, as applicable (each such assignment and/or acquisition, a “Sharing Station Acquisition”). Without limiting the generality of the foregoing, the Company shall, and shall cause its Representatives to, cooperate in good faith with Parent and its Representatives and supply Parent and its Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate each Sharing Station Acquisition. Notwithstanding anything to the contrary contained in this Section 7.1(c), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Sharing Station Acquisition, unless such Sharing Station Acquisition is contingent upon the Closing. (d) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (i) make, as promptly as reasonably practicable appropriate filings of Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and the Company of a Notification and Report Form pursuant to the HSR Act with respect to the Merger shall be made within 10 Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company and (ii) make, as promptly as reasonably practicable, the FCC Applications with respect to the transactions contemplated by this Agreement; provided that the FCC Applications with respect to the Merger shall be made within 20 Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Each of the Company and Parent shall supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the foregoing, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and Parent shall each request early termination of the waiting period with respect to the Merger, the Stations Divestitures and any Sharing Station Acquisitions under the HSR Act. The Company and Parent shall each pay 50% of the filing fees payable under the HSR Act and FCC filing fees by the Company, Parent and each of their Subsidiaries relating to the Merger, irrespective of whether the transactions contemplated by this Agreement are consummated. (e) Except as prohibited by applicable Law or Order, each of Parent and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the FCC or any other similar Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act (or any other Competition Law), the Communications Act and the FCC Rules in discussions with or filings to be submitted to any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act (or any other Competition Law), the Communications Act and the FCC Rules and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act (or any other Competition Law), the Communications Act and the FCC Rules; provided that Parent shall be entitled to direct, in consultation with the Company, the timing for making, and approve (such approval not to be unreasonably withheld) the content of, any filings with or presentations or submissions to any Governmental Authority relating to this Agreement or the transactions contemplated hereby and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Authorities relating to this Agreement or the transactions contemplated hereby. (f) The Company and Parent acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any application for renewal of any FCC License with respect to any Company Station and thereby to facilitate the grant of the FCC Consent with respect to such Company Station, each of the Company, Parent and their applicable Subsidiaries shall be permitted to enter into tolling agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Company Station in connection with (i) any pending complaints that such Company Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Company Station with respect to which the FCC may permit the Company or Parent (or any of their respective Subsidiaries) to enter into a tolling agreement. (g) If the Closing shall not have occurred for any reason within the original effective periods of the FCC Consent, and neither party shall have terminated this Agreement pursuant to the terms hereof, the Company and Parent shall use their reasonable best efforts to obtain one or more extensions of the effective period of the FCC Consent to permit consummation of the transactions hereunder. Upon receipt of the FCC Consent, the Company and Parent shall use their respective reasonable best efforts to maintain in effect the FCC Consent to permit consummation of the transactions hereunder. No extension of the FCC Consent shall limit the right of the Company and Parent to terminate this Agreement pursuant to the terms hereof. (h) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) to the extent reasonably practicable, not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (i) Subject to Section 7.1(j), Parent shall use reasonable best efforts to take action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable, including (i) the prompt use of its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (iA) obtaining all necessary opinionsthe defense through litigation on the merits of any claim asserted in any court, waiversagency or other proceeding by any Person, consents including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, (B) the proffer and approvals agreement by Parent of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect all necessary registrations the sale, lease, license, disposal and filings holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into commitments and obligations) (hereinafter referred to as the “Station Divestitures”) and (iiC) defending any lawsuit the proffer and agreement by Parent of its willingness to take such other actions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other legal proceedings challenging this Agreement or business relationships, accepting restrictions on business operations and entering into commitments and obligations) (each an “Approval Action”), including, in the Offer. In case at any time after of clause (B) and (C), the Expiration Date any further Approval Actions listed on Section 7.1(i) of the Parent Disclosure Letter, in each case if such action is necessary or desirable advisable to carry out avoid, prevent, eliminate or remove the purposes actual, anticipated or threatened (x) commencement of this Agreementany Proceeding in any forum or (y) issuance of any Order that would delay, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoingrestrain, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement by any Governmental Authority and (ii) the Offer and this Agreement. In addition, each prompt use of Premier and Ophthalmic will use its reasonable best efforts (includingto take, without limitationin the event that any permanent or preliminary Order is entered or issued, exchange or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and kind that would make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement (including the Offer Station Divestitures) in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement (including the Station Divestitures), any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior . (j) Notwithstanding anything herein to the Expiration Date any event contrary, nothing set forth in this Section 7.1 or circumstance relating otherwise in this Agreement shall: (i) require, or be construed to either Ophthalmic or Premier require the Company, Parent or any of their respective subsidiariesSubsidiaries to take, should or agree to take, any Approval Action, unless such Approval Action shall be discovered by Ophthalmic conditioned upon the consummation of the Merger; (ii) permit the Company or Premierany of its Subsidiaries to agree or consent to or approve (without the prior consent of Parent, as which need only be granted to the case may be, extent otherwise required hereunder) any Approval Action; or (iii) require or be construed to require Parent or any of its Subsidiaries to agree to take or consent to the taking of any Approval Actions other than (x) the Approval Actions listed on Section 7.1(i) of the Parent Disclosure Letter and which should (y) such other Approval Actions (not involving the divestitures of Parent Stations or Company Stations or the modification or termination of Sharing Agreements or related option agreements) that would not reasonably be set forth expected to result in an amendment to Approval Material Adverse Effect. (k) For purposes of this Section 7.1, “Approval Material Adverse Effect” means a material adverse effect on the Offer Documents financial condition or Schedule 14D-9results of operations of Parent and its Subsidiaries, taken as a whole (including, after the Closing, the discovering party will promptly inform the other party of such event or circumstanceCompany and its Subsidiaries).

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 7.1(i), each of the parties hereto agrees to use its reasonable best efforts to Company and Parent shall take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including (i) preparing and filing, in consultation with the other 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 each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including the Station Divestitures) (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII); provided, however, that, no party shall 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 Company or its Subsidiaries shall pay or agree to pay) any fee, penalty or other consideration to any third party (other than any filing fees paid or payable to any Governmental Authority) for any approval, consent, registration, permit, authorization or other confirmation required for the consummation of the transactions contemplated by this Agreement; provided, further, that the Parties agree and acknowledge that, except as provided in Section 8.1(b), receipt of any such any approval, consent, registration, permit, authorization or other confirmation is not a condition to Closing. (b) To the extent mutually agreed by the Parties, the Company shall and shall cause its Subsidiaries to, assign the options under option agreements with the Company Sharing Companies and their equityholders to one or more of Parent’s Affiliates or other designees of Parent, and take such other actions reasonably agreed by the Parties to cause one or more of the Company Stations licensed to a Company Sharing Company and subject to a Sharing Agreement with the Company or its Subsidiaries to be acquired by one or more of Parent’s Affiliates or other designees, as applicable (each such assignment and/or acquisition, a “Sharing Station Acquisition”). Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Representatives to, cooperate in good faith with each other and their respective Representatives and supply each other and their respective Representatives with information, and enter into such agreements and documents, necessary or appropriate to facilitate each Sharing Station Acquisition. Notwithstanding anything to the contrary contained in this Section 7.1(b), none of the Company nor any of its Subsidiaries shall be obligated to consummate a Sharing Station Acquisition, unless such Sharing Station Acquisition is contingent upon the Closing. (c) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make, as promptly as reasonably practicable (i) appropriate filings of Notification and Report Forms pursuant to the HSR Act with respect to the transactions contemplated by this Agreement; provided that the filing by each of Parent and the Company of a Notification and Report Form pursuant to the HSR Act with respect to the Merger shall be made within ten (10) Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company, and (iii) the FCC Applications with respect to the transactions contemplated by this Agreement; provided that the FCC Applications with respect to the Merger shall be made within ten (10) Business Days of the date of this Agreement, unless a later date is agreed to in writing by both Parent and the Company. Each of the Company and Parent shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the foregoing, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. The Company and Parent shall each request early termination of the waiting period with respect to the Merger, the Station Divestitures and any Sharing Station Acquisitions, if applicable, under the HSR Act. Parent shall pay 100% of the filing fees payable under the HSR Act, irrespective of whether the transactions contemplated by this Agreement are consummated. (d) Except as prohibited by applicable Law or Order, each of Parent and the Company shall (i) cooperate and consult with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other Party of (and if in writing, supply to the other Party) any substantive communication received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the FCC or any other similar Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act, the Communications Act and the FCC Rules in discussions with or filings to be submitted to any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act, the Communications Act and the FCC Rules and (v) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act, the Communications Act and the FCC Rules; provided that Parent shall be entitled to direct, in consultation with the Company, and approve (such approval not to be unreasonably withheld) the content of, any filings with or presentations or submissions to any Governmental Authority relating to this Agreement or the transactions contemplated hereby and to take the lead in the strategic planning for any meetings with, and the conducting of negotiations with, Governmental Authorities relating to this Agreement or the transactions contemplated hereby. (e) The Company and Parent acknowledge that, to the extent reasonably necessary to expedite the grant by the FCC of any application for renewal of any FCC License with respect to any Company Station and thereby to facilitate the grant of the FCC Consent with respect to such Company Station, each of the Company, Parent and their applicable Subsidiaries shall be permitted to enter into tolling agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Company Station in connection with (i) any pending complaints that such Company Station aired programming that contained obscene, indecent or profane material or (ii) any other enforcement matters against such Company Station with respect to which the FCC may permit the Company or Parent (or any of their respective Subsidiaries) to enter into a tolling agreement. (f) If the Closing shall not have occurred for any reason within the original effective periods of the FCC Consent, and neither party shall have terminated this Agreement pursuant to the terms hereof, the Company and Parent shall use their reasonable best efforts to obtain one or more extensions of the effective period of the FCC Consent to permit consummation of the transactions hereunder. Upon receipt of the FCC Consent, the Company and Parent shall use their respective reasonable best efforts to maintain in effect the FCC Consent to permit consummation of the transactions hereunder. No extension of the FCC Consent shall limit the right of the Company and Parent to terminate this Agreement pursuant to the terms hereof. (g) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Company and Parent shall (i) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Merger (including with respect to any of the actions referred to in Section 7.1(a)) without the other, (ii) give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, keep the non-participating Party reasonably apprised with respect thereto. (h) Subject to Section 7.1(i), Parent shall use reasonable best efforts to take actions to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as practicable, including (i) the use of reasonable best efforts to avoid the entry of, or the commencement of any Proceeding in any forum that could result in, any permanent, preliminary or temporary Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, including (iA) obtaining all necessary opinionsthe proffer and agreement by Parent of its willingness to sell, waiverslease, consents license or otherwise dispose of, or hold separate pending such disposition, and approvals promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or businesses or other operations or interests therein of Parent or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) (the actions referred to in this clause (A), collectively, the “Station Divestitures”) and (B) the proffer and agreement by Parent of its willingness to take such other actions, and promptly to effect all necessary registrations such other actions (and filings the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, including the entry into hold separate arrangements, terminating, assigning or modifying Contracts (or portions thereof) or other business relationships, accepting restrictions on business operations and entering into commitments and obligations) (each an “Approval Action”), including, in the case of clauses (A) and (B), the Station Divestitures and Approval Actions listed on Section 7.1(h) of the Parent Disclosure Letter, and (ii) defending the use of reasonable best efforts to take, in the event that any lawsuit permanent or other legal proceedings challenging this Agreement preliminary Order is entered or the Offer. In case at issued, or becomes reasonably foreseeable to be entered or issued, in any time after the Expiration Date proceeding or inquiry of any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall kind that would make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts Agreement (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Station Divestitures) in accordance with its terms unlawful or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreementthat would delay, includingrestrain, but not limited toprevent, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions enjoin or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the otherwise prohibit consummation of the transactions contemplated by this Agreement (including the Offer Station Divestitures), any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Premier and Ophthalmic In furtherance of the foregoing, Parent shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request take the actions described in connection Section 7.1(h) of the Parent Disclosure Letter in accordance with the foregoing. In addition, if at any time prior terms thereof. (i) Notwithstanding anything herein to the Expiration Date any event contrary, nothing set forth in this Section 7.1 or circumstance relating otherwise in this Agreement shall: (i) require, or be construed to either Ophthalmic or Premier require the Company, Parent or any of their respective subsidiariesSubsidiaries to take, should or agree to take, any Station Divestiture or Approval Action, unless such Station Divestiture or Approval Action shall be discovered conditioned upon the consummation of the Merger; or (ii) require, or be construed to require Parent or any of its Subsidiaries to agree or propose to take or consent to the taking of any Station Divestitures, Approval Actions or any other actions contemplated by Ophthalmic this Section 7.1 other than (x) the Station Divestitures and Approval Actions listed on Section 7.1(h) of the Parent Disclosure Letter or Premierresulting from the failure, if any, to obtain a Permitted Waiver and (y) such other Station Divestitures, Approval Actions or any other actions contemplated by this Section 7.1 that would not, individually or in the aggregate, result in a material adverse effect on Parent and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries), taken as a whole, as the case may be, and which should be set forth in an amendment they would exist after giving effect to the Offer Documents Merger and to the Station Divestitures and Approval Actions described on Section 7.1(h) of the Parent Disclosure Letter or Schedule 14D-9resulting from the failure, the discovering party will promptly inform the other party of such event or circumstanceif any, to obtain a Permitted Waiver.

Efforts. (a) Upon From and after the terms date hereof, Purchaser, Seller and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to their respective Affiliates shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Purchaser, Seller and their respective Affiliates shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate obtain (and make effective shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Target Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, each of Purchaser and Seller (and their respective Affiliates) shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Parties shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other effect such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancetransfers.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all appropriate actionactions, 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 to consummate and make effective the Merger Agreement and Plan of Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all necessary opinions, waivers, consents and approvals approvals, including the Company Approvals and effect 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 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 and (iii) the defending of any lawsuit lawsuits or other legal proceedings proceedings, whether judicial or administrative, challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by hereby. (b) Subject to the Offer terms and this Agreement. In additionconditions herein provided and without limiting the foregoing, each of Premier the Company and Ophthalmic will Parent shall (i) use its reasonable best efforts (including, without limitation, exchange of any required fees) and will to cooperate fully with each other in (x) determining whether any filings are required to (i) comply as promptly as practicable be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with all governmental requirements applicable to the execution and delivery of this Agreement and the consummation of the transactions contemplated by the Offer hereby and this Agreement(y) timely making all such filings and timely seeking all such consents, including the making of permits, authorizations or approvals, (ii) use reasonable best efforts to take, or to cause to be taken, all filings necessary other actions and to do, or to cause to be done, all other things necessary, proper under applicable laws and regulations or advisable to consummate and make effective the Merger and the other transactions contemplated by hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as any state or federal regulatory authorities of any other nation or other jurisdiction or any other Person may assert under Regulatory Law (as hereinafter defined) with respect to the Offer Merger and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoother transactions contemplated hereby, and to avoid or eliminate each and every impediment under any amendments Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any thereofevent no later than the End Date (as hereinafter defined)), and (iiiii) obtain promptly all consentssubject to applicable legal limitations and the instructions of any Governmental Entity, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications use reasonable best efforts to (any keep each other apprised of the foregoing being a "Consent")status of matters, any Governmental Entity necessary for including to the consummation extent permitted by Law promptly furnishing the other with copies of the transactions contemplated notices or other communications received by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Company or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, and which should be set forth in an amendment or any of their Subsidiaries, from any third party and/or any Governmental Entity related to the Offer Documents approval of the Merger, allowing each other to review in advance any filing or Schedule 14D-9written materials submitted to any Governmental Entity related to the approval of the Merger, the discovering party will promptly inform and providing the other party and its counsel with advance notice of and, to the extent permitted by Law, the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry related to the approval of the Merger. (c) Subject to Section 5.10, and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial Proceeding, including any Proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such event action or circumstanceproceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby; provided, however, that, without the consent of Parent, nothing in this Agreement shall require Parent, the Company Agreement and Plan of Merger or the Surviving Corporation, or their respective Subsidiaries or Affiliates, to sell, hold separate or otherwise dispose of any assets or business, or any interest in any of their respective Subsidiaries or Affiliates, in whole or in part, or to conduct any aspect of their business in a specified manner, or to permit the sale, holding separate of, or other disposition of, any assets or business, in whole or in part, or to agree to take any of the foregoing actions, or to agree to any condition or to enter into any agreement to obtain such consent, registration, approval, Permit or authorization that, in the judgment of Parent, would be adverse to Parent or the Surviving Corporation. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means any and all Laws requiring notice to, filings with, or the consent or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security of any nation.

Efforts. (a) Upon Subject to the terms and subject to conditions hereof (including the conditions set forth in remainder of this AgreementSection 3.1) and the other Transaction Documents, each of the parties hereto agrees to party shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or desirable under Applicable Law to carry out the provisions hereof and thereof and give effect to the transactions contemplated hereby and thereby. In furtherance and not in limitation of the foregoing, each of the parties shall (i) subject to the provisions of this Section 3.1, including Section 3.1(d), use its commercially reasonable efforts to obtain as promptly as reasonably practicable and advisable (as determined in good faith by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)) all exemptions, authorizations, consents or approvals from, and to consummate make all filings with and make effective to give all notices to, all third parties, including any Governmental Entities, required in connection with the transactions contemplated by this AgreementAgreement and the other Transaction Documents, including (i) obtaining all necessary opinionswhich, waiversfor the avoidance of doubt, consents shall include providing, as promptly as reasonably practicable and approvals and effect all necessary registrations and filings advisable, such information to any Governmental Entity as such Governmental Entity may request in connection therewith, and (ii) defending cooperate fully with the other party in promptly seeking to obtain all such exemptions, authorizations, consents or approvals and to make all such filings and give such notices. (b) Without limiting the generality of the foregoing, and only to the extent required by Applicable Law (including, for the avoidance of doubt, any lawsuit Antitrust Law), (i) as promptly as reasonably practicable after written notice from Walmart, and in any event no later than in accordance with established regulatory timeframes, the parties shall file any Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the United States Department of Justice (the date on which all such Notification and Report Forms required under the HSR Act have been initially filed, the “HSR Filing Date”) and (ii) as promptly as reasonably practicable after written notice from Walmart, file, make or give, as applicable, all other legal proceedings challenging this Agreement filings, requests or notices required under any other Antitrust Laws, in each case with respect to the Offerissuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). Walmart shall be responsible for payment of all filing fees associated with the HSR Act and any other Antitrust Laws. In case at addition, following the receipt of the Initial Antitrust Clearance, to the extent required by Applicable Law (including, for the avoidance of doubt, any time after the Expiration Date Antitrust Law) in connection with any further action is necessary issuance of Warrant Shares (in each case, whether in full or desirable in part), the parties shall file, make or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Walmart after consultation with the Company in accordance with the first sentence of Section 3.1(d)), any further required filings, requests or notices required under any Antitrust Laws, including the HSR Act (collectively, the “Other Antitrust Filings”). Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to carry out the appropriate Governmental Entities any information and documentary material that may be required pursuant to the HSR Act or any other Antitrust Laws. For purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.term “Initial Antitrust

Efforts. (a) Upon Except as otherwise provided herein the terms Company and subject to the conditions set forth in this Agreement, Parent shall each of the parties hereto agrees to use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate and make effective the transactions contemplated by this AgreementMerger, including (i) the obtaining of all necessary opinionsactions, waivers, consents and approvals from Governmental Entities, the expiry or early termination of any applicable waiting periods, and effect 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 or waiver from, or to avoid an action or Proceeding by, any Governmental Entities, (ii) defending the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties and (iii) the execution and delivery of any lawsuit or other legal proceedings challenging this Agreement or additional instruments necessary to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable Merger and to fully carry out the purposes of this Agreement; provided, however, that the proper officers Company shall not be required or permitted to pay, and directors 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 pre-Closing Affiliates, modify or enter into any agreement or limit or dispose of any non-cash rights, assets or properties, in each party case pursuant to this Agreement Section 6.10(a) or any provision that cross-references the proviso to this Section 6.10(a). Parent shall take all such necessary action. Without limiting have the foregoingright to control the strategy, tactics and other aspects of obtaining clearances under the HSR Act or other Applicable Laws or consents of Third Parties. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 6.10, each of Ophthalmic Parent and Premier the Company, as applicable, shall make all (i) promptly prepare and file any notification and report forms and related material required under the HSR Act and any additional filings or notifications and related material that are necessary filings with Governmental Entities or proper to permit consummation of the Merger and (ii) provide or cause to be provided as promptly as practicable in order any information and documentary material that may be requested by the DOJ, FTC or any other Governmental Entity with respect to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreementhereby. In additionthe case of the Notification and Report Form pursuant to the HSR Act (pursuant to which the parties shall request early termination of the applicable waiting period under the HSR Act), each of Premier Parent and Ophthalmic the Company shall make or cause to be made the appropriate filing within ten (10) Business Days after the date hereof. (c) Subject to Applicable Law relating to the exchange of information and the last sentence of Section 6.10(a), the Company and Parent and their respective Subsidiaries, Affiliates and counsel shall (i) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to Proceedings under the Antitrust Laws) with a Governmental Entity in connection with the transactions contemplated hereby, (ii) promptly inform each other of any material communication (or other material correspondence or memoranda) received from, or given to, any Governmental Entity in connection with the transactions contemplated hereby and (iii) promptly furnish each other with copies of all material correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to the transactions contemplated hereby and (iv) agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other party not to be unreasonably withheld or delayed. The Company and Parent and their respective Subsidiaries and Affiliates shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. The parties may designate any competitively sensitive materials provided to the other under this Section 6.10(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will use its reasonable best efforts not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. This Section 6.10(c) shall not apply in respect of Taxes. (includingd) Notwithstanding anything else contained herein, Parent shall not be required to, and the Company shall not, without limitationthe prior written consent of Parent, exchange offer, propose, agree, or commit (i) to sell, divest, hold separate, license, cause a Third Party to acquire, or otherwise dispose of (A) any required feesof the respective Affiliates of the Company or Parent or (B) any of the respective operations, divisions, businesses, product lines, customers, assets, properties or rights of Parent, the Company or any of their respective Affiliates, prior to, contemporaneously with or after the Closing and will cooperate fully regardless as to whether a Third Party purchaser must be identified or approved prior to the Closing (a “Divestiture”), (ii) to take any other actions that may limit Parent’s, its Affiliates’, the Company’s or its Affiliates’ conduct in any way or any of the foregoing’s freedom of action with each respect to, or ability to retain, one or more of its operations, divisions, businesses, products lines, customers, assets, properties or rights (a “Restraint”) or (iii) to enter into any Order, consent decree or other agreement to effectuate a Divestiture or Restraint, except to the extent that such actions set forth in clauses (i) through (iii) above would not be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the business, assets, Liabilities, financial condition or results of operations of the Company. (e) Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire, in any manner, any business, Person or assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition or other action, would reasonably be expected to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation impose any material delay in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits obtaining of, or registrations materially increase the risk of not obtaining, any authorizations, consents, orders or filings with or notifications to (any declarations of the foregoing being a "Consent"), any Governmental Entity necessary for to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by hereby; (iii) materially increase the Offer and this Agreement. Premier and Ophthalmic shall furnish risk of not being able to each other remove any such necessary information and reasonable assistance as Premier order on appeal or Ophthalmic may reasonably request in connection with otherwise; or (iv) materially delay or prevent the foregoing. In addition, if at any time prior to consummation of the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancetransactions contemplated hereby.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other transactions contemplated by 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 other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make effective 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 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 (B) Parent agrees to file or cause to be filed within 45 days following the execution of this Agreement "Form A" statements or equivalent change of control applications (or, as reasonably determined by Parent, "Form A" exemption requests or equivalent exemption requests) with the insurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, to the extent that subsequent to the filing of any such "Form A" exemption request or equivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, Parent shall, as promptly as reasonably practicable thereafter, withdraw such exemption request and file in substitution thereof a "Form A" statement or equivalent change of control application with the applicable Governmental Entity. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law (as defined below) or from any Governmental Entity, (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith) and considering in good faith any such comments; (ii) 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"), any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings ; and (iiiii) defending where legally permissible, permit the other party to review any lawsuit communication it gives to, and consult with each other in advance of any substantive meeting, telephone call, or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreementconference with, the proper officers and directors of each party to this Agreement shall take all DOJ, the FTC, or such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with other Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts Entity (including, without limitationfor the avoidance of doubt, exchange with respect to all matters set forth in Section 7.3(a)) or other person (provided that materials may be redacted (A) to remove references concerning the valuation of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsParent, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesSubsidiaries, should (B) as necessary to comply with contractual arrangements in effect prior to the date hereof, and (C) as necessary to address reasonable privilege or confidentiality concerns), and allow the other party and/or its counsel to attend and participate at any such meeting, telephone call or conference (whether in person or by telephone). Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be discovered provided to the other under this Section 7.3(b) as "Antitrust Counsel Only Material." Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by Ophthalmic such outside counsel to employees, officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, "Regulatory Law" means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Laws relating to the Healthcare Regulatory Approvals, and which should be set forth in an amendment all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the Offer Documents purpose or Schedule 14D-9effect of monopolization or restraint of trade, the discovering party will promptly inform the affecting competition or market conditions through merger, acquisition or other party of such event transaction or circumstanceeffectuating foreign investment.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to take, or to cause to be taken, all appropriate actionactions, 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 effective, as promptly as practicable, the 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 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 Authorities, (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 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. In furtherance of the foregoing, the Company may, but in no event shall the Company or any of its Subsidiaries be required to, pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger up to a total of $10,000 without the prior 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 Authorities. (b) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and equityholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Merger and the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any Governmental Authority, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit promptly furnishing the other with copies of notices or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated communications received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Company or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Authority with respect to such Merger or transactions contemplated hereby. The Company and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Parent shall provide counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event or circumstanceGovernmental Authority, gives the other party the opportunity to attend and participate.

Efforts. Subject to the terms and conditions hereof and without limiting any of the provisions of Section 7.6, each Party shall use its commercially reasonable efforts to (a) Upon consummate the terms transactions contemplated by this Agreement as promptly as practicable and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take(b) obtain, or cause to be takenobtained, all appropriate actionactions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and to do, or cause approvals required to be done, all things necessary, proper obtained from any Governmental Authorities or advisable third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The “commercially reasonable efforts” of (i) the Company or Seller shall not require any of the Company Group or its Representatives to consummate and make effective expend any money to remedy any breach of any representation or warranty hereunder or to obtain any consent required for consummation of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinionsother than de minimis administrative fees or fees for which Purchaser agrees to be responsible, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt for consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, ; and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (Purchaser shall not require any of the foregoing being a "Consent"), Purchaser or its Representatives to expend any Governmental Entity necessary money to remedy any breach of any representation or warranty hereunder or to obtain any consent required for the consummation of the transactions contemplated by the Offer and this Agreement, other than de minimis administrative fees and any fees required to be paid by Purchaser under applicable Law in order for the consent of the relevant Governmental Authority to be obtained. Premier and Ophthalmic shall furnish ▇▇▇▇▇▇ further agrees to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additiondeliver to Purchaser, if at any time least five (5) Business Days prior to the Expiration Date any event or circumstance relating Closing Date, for Purchaser’s review and comment, a preliminary copy of the ESOP Fairness Opinion. Seller shall use commercially reasonable efforts to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as cause the case may be, and which should be set forth ESOP Financial Advisor to (A) consider in an amendment good faith Purchaser’s comments to the Offer Documents or Schedule 14D-9, ESOP Fairness Opinion and (B) render the discovering party will promptly inform signed ESOP Fairness Opinion to the other party of such event or circumstanceTrustee prior to the Outside Date.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under Law to consummate and make effective the Management Business Sale and the other transactions contemplated by this Agreement, including (i) obtaining preparing and filing as promptly as practicable all necessary opinions, waivers, consents and approvals and documentation to effect all necessary registrations filings, notices, 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) defending 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, approvals, permits or authorizations are required to be obtained prior to the Closing from, Governmental Authorities or any lawsuit or other legal proceedings challenging this Agreement or Person in connection with the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes execution and delivery of this Agreement, and the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the Management Business Sale and the other transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making any such consents, approvals, permits or authorizations as may be necessary to avoid a material Violation of any Specified Contract, (B) timely completing all filings necessary documentation and related forms or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofpaperwork as may be required for all such filings, and (iiC) timely making all such filings to obtain promptly all consents, waivers, approvals, authorizations or permits ofand authorizations, or registrations or filings (iii) to furnish promptly to the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic 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 Authority, including any filings under the foregoing. In additionRegulatory Laws, if at (iv) to supply as promptly as reasonably practicable any time prior additional information and documentary material that may be requested pursuant to the Expiration Date HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and to cause the expiration or termination of the applicable waiting periods with respect to the approval of the Management Business Sale under the HSR Act and any other applicable Regulatory Laws as promptly as practicable and in any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as no later than the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceEnd Date.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to will use its reasonable best efforts promptly to take, or cause to be taken, all appropriate actionactions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer and to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary opinionsactions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Specified Approvals and effect 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 defending of any lawsuit lawsuits or other legal proceedings proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to Merger or any other transaction contemplated by this Agreement shall take all such and (iv) the execution and delivery of any additional instruments reasonably necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of consummate the transactions contemplated by the Offer and this Agreement. In addition; provided, each however, that in no event shall the Company or any of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any Subsidiaries be required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable pay prior to the transactions contemplated by the Offer and this AgreementEffective Time any fee, including the making of all filings necessary penalty or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments other consideration to any thereofThird Party, and (ii) obtain promptly all consentsother than a Governmental Entity, waivers, approvals, authorizations for any consent or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No party 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 the Merger set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delayed. (b) On or before January 18, 2008, each party hereto shall file, or cause to be filed by their respective “ultimate parent entities”, with the Federal Trade Commission and the Antitrust Division of the Department of Justice, any Notification and Report Forms and related material required to be filed by it under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this AgreementAgreement and thereafter shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable and to respond on a timely basis to any requests for additional information made by either of such agencies. Premier Parent shall pay the filing fees in connection with any such required filings. Upon and Ophthalmic subject to the terms of this Section 6.6, Parent and the Company shall, and shall furnish cause their respective Subsidiaries to use their respective reasonable efforts to obtain prompt termination of any waiting period under the HSR Act and prompt termination of any other requisite waiting period under any applicable Law. (c) From the date of this Agreement through the date of termination of the required waiting period under the HSR Act, the Company, Parent and Merger Sub and their respective Subsidiaries shall not take any action that would reasonably be expected to hinder or delay the obtaining of clearance or the expiration of the applicable waiting period under the HSR Act or any other applicable antitrust Law. (d) Subject to the terms and conditions herein provided and without limiting the foregoing, until the Agreement is terminated in accordance with its terms the Company and Parent shall (i) cooperate with each other such necessary information in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and reasonable assistance as Premier expirations or Ophthalmic may reasonably request terminations of waiting periods are required to be obtained from, any Third Parties in connection with the foregoing. In additionexecution and delivery of this Agreement and the consummation and effectiveness of, the Offer, the Merger and the other transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (ii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity and (iii) 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 Offer and to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if at any, as state antitrust enforcement authorities or competition authorities of any time prior other nation or other jurisdiction or any other Person may assert under any Law with respect to the Offer, the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Offer, the Merger and the other transactions contemplated hereby so as to enable the Expiration Date and the Closing to occur as soon as reasonably possible (and in any event no later than the End Date). (e) Notwithstanding any terms contained in this Agreement to the contrary, Merger Sub, Parent and its other Subsidiaries shall have no obligation to agree to (x) the sale, divestiture or circumstance relating disposition of any material assets or businesses of Parent or its Subsidiaries or controlled affiliates or of the Company or its Subsidiaries or (y) otherwise take or commit to either Ophthalmic take any actions that after the Closing Date would limit the freedom of Parent or Premier its Subsidiaries’ (including the Surviving Corporation’s) or controlled affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries (including the Surviving Corporation’s) businesses, product lines, services or assets; nor shall the Company or any of their respective subsidiariesits Subsidiaries be required to consent or agree to or otherwise take any action with respect to, should be discovered any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its affiliates, unless (but only if Parent grants its written consent in Parent’s sole and absolute discretion) such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (f) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including to the extent permitted by Ophthalmic Law and with the exception of the HSR filings and competitively sensitive documents promptly furnishing the other with copies of notices or Premierother communications sent or received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, to or from any Third Party with respect to such transactions. Subject to applicable Law and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9extent not prohibited by such Governmental Entity, the discovering party will promptly inform Company and Parent shall permit the other party to review in advance any proposed communication to any supervisory or Governmental Entity with the exception of HSR filings and competitively sensitive documents. To the extent practicable, each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in Person or by telephone, with any Governmental Entity in connection with such event transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (g) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, if any administrative or circumstancejudicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.6 shall limit a party’s right to terminate this Agreement pursuant to Article VIII so long as such party has, prior to such termination, complied with its obligations under this Section 6.6.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate the Merger and make effective the other transactions contemplated by hereby as soon as practicable after the date of this AgreementAgreement 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) obtaining all necessary opinionspreparing and filing, waivers, consents in consultation with the other parties and approvals as promptly as practicable and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time advisable after the Expiration Date any further action is necessary or desirable to carry out the purposes date of this Agreement, all documentation to effect all necessary applications, notices, petitions, and filings and to obtain as promptly as practicable all waiting period expirations or terminations, 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 proper officers and directors Merger or any of each party to this Agreement shall take the other transactions contemplated hereby, (ii) obtaining all such waiting period expirations or 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 actionor 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. Without limiting In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Ophthalmic a Notification and Premier shall make all necessary filings Report Form pursuant to the HSR Act with Governmental Entities respect to the transactions contemplated hereby as promptly as practicable practicable, and in order any event within fifteen (15) Business Days after the execution of this Agreement, unless otherwise agreed to facilitate prompt consummation of the transactions contemplated by the Offer parties, and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all governmental requirements other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.03(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by hereby under the Offer HSR Act or any other Regulatory Law (as defined below) or from any Governmental Entity, (i) cooperate in all respects and this Agreementconsult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the making other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of all any communications, filings necessary or proper under applicable laws and regulations to consummate submissions (and make effective the transactions contemplated by the Offer documents submitted therewith) and this Agreement, including, but not limited to, cooperation considering in the preparation and filing of the Offer Documents, the Schedule 14D-9 and good faith any actions or filings related thereto, and any amendments to any thereof, and such comments; (ii) obtain promptly all consents, waivers, approvals, authorizations or permits ofinform the other party of any communication received by such party from, or registrations or filings with or notifications to (any given by such party to, the Antitrust Division of the foregoing being a "Consent"Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), any other Governmental Entity necessary for or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the consummation other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by hereby; and (iii) where legally permissible, permit the Offer other party to review any communication it gives to, and this Agreement. Premier and Ophthalmic shall furnish to consult with each other in advance of any substantive meeting, telephone call, or conference with, the DOJ, the FTC, or such necessary information and reasonable assistance as Premier other Governmental Entity (including, for the avoidance of doubt, with respect to all matters set forth in Section 7.03(a)) or Ophthalmic other person (provided that materials may reasonably request in connection with be redacted (A) to remove references concerning the foregoing. In additionvaluation of Parent, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesSubsidiaries and (B) as necessary to address reasonable privilege or confidentiality concerns), should and allow the other party and/or its counsel to attend and participate at any such meeting, telephone call or conference (whether in person or by telephone). Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be discovered provided to the other under this Section 7.03(b) as “Antitrust Counsel Only Material”. Such materials and the information contained therein shall be given only to the outside counsel of the recipient and one in-house counsel of the recipient and will not be disclosed by Ophthalmic such counsel to other employees, officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and which should be set forth in an amendment all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the Offer Documents purpose or Schedule 14D-9effect of monopolization or restraint of trade, the discovering party will promptly inform the affecting competition or market conditions through merger, acquisition or other party of such event transaction or circumstanceeffectuating foreign investment.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to (except the Equityholders’ Representative) shall use its their commercially reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable necessary under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including (iand the Company shall not without Parent’s prior written consent) obtaining all necessary opinions, waivers, consents preparing and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply filing as promptly as practicable with any Governmental Authority or other third party all governmental requirements applicable 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 an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 10 Business Days after the Offer date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. All filing fees associated with any governmental approval, filing or waiting period, in each case, under the HSR Act required in connection with the execution, delivery or performance of this AgreementAgreement or any other Transaction Document shall be split equally between the Company and Parent. (b) All analyses, including appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the making staff or regulators of all filings necessary or proper under applicable laws and regulations to consummate and make effective any Governmental Authority, in connection with the transactions contemplated by hereunder (but, for the Offer avoidance of doubt, not including any interactions between the Company and this Agreement, including, but not limited to, cooperation Governmental Authorities in the preparation ordinary course of business, any disclosure which is not permitted by law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and filing cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Notwithstanding the foregoing or anything in this Agreement to the contrary, Parent shall, (i) direct and control all aspects of the Offer Documentsparties’ efforts to gain regulatory clearance before any Governmental Authority with respect to the transactions contemplated hereby, the Schedule 14D-9 and including any actions timing agreements, understandings or filings related thereto, and any amendments commitments entered into with or made to any thereofGovernmental Authority, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings take the lead in communicating with or notifications to (any regulators and control the overall development of the foregoing being positions to be taken and the regulatory actions to be requested in any filing or submission with a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Authority in connection with the foregoing. In additiontransactions contemplated hereby and in connection with any investigation or other inquiry or litigation by or before, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiariesnegotiations with, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancea Governmental Authority with respect thereto.

Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto agrees to shall use its all reasonable best efforts to take, or cause to be taken, all appropriate action, and action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents Agreement and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities Ancillary Agreements as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In additionpracticable, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other including to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer obtain from Governmental Authorities and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly other Persons all consents, waivers, approvals, authorizations or permits ofauthorizations, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Offer and 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. Premier In furtherance and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request not in connection with 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 or the other transactions contemplated hereby, and the Peach Entities shall not settle or compromise any such claim, suit or cause of action without JGW’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, if at any time prior Notwithstanding anything herein to the Expiration Date contrary, neither party shall be required by this Section to take or agree to undertake any event action, including entering into any consent decree, hold separate order or circumstance relating to either Ophthalmic or Premier other arrangement, that would (A) require the divestiture of any material assets of JGW, the Peach Entities or any of their respective subsidiariesAffiliates or (B) limit in any material respect JGW’s freedom of action with respect to, should be discovered or its ability to consolidate and control, Orchard and its Subsidiaries or any of their assets or businesses or any of JGW’s or its Affiliates’ other assets or businesses. (b) Without limitation to the provisions of subsection (a) hereof, the Peach Entities shall give promptly such notice to third parties and use commercially reasonable efforts to obtain such third party consents as JGW may reasonably deem necessary in connection with the transactions contemplated by Ophthalmic this Agreement and the Ancillary Agreements. JGW shall cooperate with and assist the Peach Entities in giving such notices and obtaining such consents and estoppel certificates; provided, however, JGW shall not have any obligation to give any guarantee or Premierother consideration of any nature in connection with any such notice or consent or consent to any change in the terms of any agreement or arrangement that JGW in its sole discretion may deem adverse to the interests of JGW or Orchard or any of its Subsidiaries. (c) None of the parties shall, directly or indirectly, enter into any agreement with a Governmental Authority to, or represent to a Governmental Authority that it will, delay or not consummate the transactions contemplated by this Agreement or any Ancillary Agreement, except with the prior written consent of JGW or Peach Group, on behalf of the Peach Entities, as the case may be, such consent not to be unreasonably withheld. To the extent permitted by applicable Law and which should be set forth in an amendment subject to the Offer Documents or Schedule 14D-9any confidentiality restrictions of such Governmental Authority, the discovering each party will shall (x) promptly inform notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law and subject to any confidentiality restrictions of such event Governmental Authority, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or circumstancediscussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives, on the one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. Each party shall promptly notify the other parties in writing of any pending or, to the Knowledge of such party, threatened proceeding or investigation by any Governmental Authority or any other person (i) challenging this Agreement or the consummation of the transactions contemplated hereby or seeking material damages in connection with consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.

Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable to consummate and make effective effective, as promptly as practicable, the transaction contemplated by this Agreement (including the satisfaction, but not waiver, of the Closing conditions set forth in Article 7). Each of the parties hereto shall use its best efforts to obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreementconnection with, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without without limiting the foregoing, each of Ophthalmic the Seller and Premier the Purchaser shall make all necessary filings with Governmental Entities (i) file as promptly as practicable (and in order to facilitate prompt consummation any event within ten (10) Business Days of the transactions execution of this Agreement) with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act (the “HSR Filings”) with respect to the transaction contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) make, as promptly as practicable, all notifications and other filings required under any other applicable Merger Control Law (together with the HSR Filings, the “Antitrust Filings”). The Antitrust Filings shall be in substantial compliance with the requirements of applicable Law. The Purchaser shall pay all filing fees required in connection with all Antitrust Filings. (b) The Seller and the Purchaser will promptly inform the other party upon receipt of any communication from the FTC, the Antitrust Division or any other Governmental Authority regarding the transaction. If the Seller or the Purchaser (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Authority that is related to the transaction, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. The Seller and the Purchaser agree not to participate, or to permit their Affiliates or representatives to participate, in any substantive meeting or discussion with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate duly represented by its external counsel. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Authority in connection with the transaction. In furtherance and not in limitation of the foregoing, each party will, unless the parties otherwise agree, use all best efforts to resolve any objections that may be asserted with respect to the transaction under any Merger Control Law. (c) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 6.4, it is agreed that the Purchaser shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances; provided, however, that the Purchaser shall consult in advance with the Seller and in good faith take the Seller’s views into account regarding the overall strategic direction of obtaining antitrust or competition clearance and consult with the Seller prior to taking any material substantive position in any written position, or, to the extent practicable, discussions with any Governmental Authority. The Seller shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any substantive proposed settlement, consent decree, commitment or remedy, except as specifically requested by or agreed with the Purchaser. (d) To the extent necessary in order to obtain promptly all consentsthe requisite Authorizations of Governmental Authorities, waiversthe Purchaser shall propose, approvalsnegotiate, authorizations offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or permits otherwise, the sale, divestiture, assignment or disposition of such assets or businesses of the Purchaser and its Affiliates, or effective as of the Closing Date, the Target Companies, or otherwise offer to take or offer to commit to take any action which it is lawfully capable of taking and if the offer is accepted, take or commit to take such action, in each case, as may be required in order to avoid the commencement of any Action by any Governmental Authority to prohibit the transactions contemplated by this Agreement on the basis of the Merger Control Laws, or if already commenced, to avoid the entry of, or registrations to effect the dissolution of, any injunction, temporary restraining order or filings with other Order issued or notifications imposed on the basis of the Merger Control Laws so as to enable the Closing to occur as soon as reasonably possible, and in any event, not later than the End Date. The Purchaser shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise make any investment in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment would reasonably be expected to (A) impose any delay in the obtaining of, or increase the risk of the foregoing being a "Consent")not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order of any Governmental Entity Authority necessary for to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (B) increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by hereby or (C) materially delay the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with consummation of the foregoing. transactions contemplated hereby. (e) In addition, if at neither the Purchaser nor the Seller shall extend any time waiting period under any applicable Merger Control Laws or enter into any agreement with any Governmental Authority not to consummate the transaction, except with the prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any written consent of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event parties hereto (which shall not be unreasonably withheld, conditioned or circumstancedelayed). The Purchaser and the Seller shall also refrain from taking, directly or indirectly, any action which would impair or frustrate any party’s ability to consummate the transactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein and to applicable Legal Requirements, each of the parties hereto agrees to this Agreement and their Subsidiaries and Affiliates shall cooperate and use its respective reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other parties to this Agreement, including their Subsidiaries and Affiliates, in doing, all things necessary, proper or advisable to cause the conditions to the Closing set forth in Article IX to be satisfied as promptly as reasonably practicable or to effect the Closing and consummate and make effective the transactions contemplated hereby as promptly as reasonably practicable, including (i) making all necessary Filings with Governmental Authorities or third parties, (ii) obtaining all necessary, proper or advisable Consents, registrations, notices and applications as required by any Governmental Authority or applicable Legal Requirement or as required by any Contract, lease or agreement, including those disclosed in Schedule 4.13(a) of the Company Disclosure Schedules and Schedule 9.1(b), (iii) obtaining the Required Company Statutory Approvals and all other Consents of Governmental Authorities that are necessary or proper to consummate the Merger, and (iv) executing and delivering any additional instruments that are necessary, proper or advisable to consummate the Merger. (b) In furtherance and not in limitation of the foregoing, each of Parent, the Company, and the Securityholders shall make or cause to be made any required filings of a Notice and Report Form pursuant to the HSR Act and any other necessary Filings with Governmental Authorities within ten (10) Business Days after the date hereof, including, but not limited to, any required foreign Antitrust Law or foreign direct investment Filings. Parent, the Company, and the Securityholders each shall, and shall cause its Subsidiaries and controlled Affiliates to, (a) promptly supply the other party with any information which may be required in order to effectuate such filings; (b) respond as promptly as practicable to any inquiry received from FTC, DOJ, or any other Governmental Authority for additional information or documentation; and (c) take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as promptly as practicable. Each of Parent, the Company, and the Securityholders shall (i) promptly notify the other party of any material communication between that party and FTC, DOJ, or any other Governmental Authority and, subject to applicable Legal Requirements, discuss with and permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) consult with the other party in advance of participating in any meeting or discussion with FTC, DOJ, or any other Governmental Authority with respect to any filing, investigation or inquiry concerning the transactions contemplated hereby and, to the extent permitted by such Governmental Authority, give the other party the opportunity to attend and participate thereat; and (iii) subject to applicable Legal Requirements, furnish the other party with copies of all written correspondence and communications between it or its Affiliates and their respective Representatives and any Governmental Authority with respect to the transactions contemplated by this Agreement; provided, however, that materials provided to the other party pursuant to this Section 6.10(b) may be redacted (x) to remove references concerning valuation or future plans for the Business, (y) as necessary to comply with contractual obligations of confidentiality and (z) as necessary to address reasonable privilege concerns; provided, further, that the parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.10 or any other Section of this Agreement as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel for the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior written consent of the party providing such materials. Subject to Section 6.10(c), and upon the terms and conditions set forth herein, each of the parties shall use reasonable best efforts to take, or cause to be taken, such actions and to do, or cause to be done, all things and to assist and cooperate with the other parties in doing, such things, necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreementhereby, including obtaining confirmation of the expiration or termination of any applicable waiting periods under the HSR Act, clearances and approvals, if any, from the Governmental Authorities set forth in Schedule 9.1(b), resolving any investigation or other inquiry of any Governmental Authority, providing supplemental information requested by a Governmental Authority, avoiding any suit, Claim, action, investigation or proceeding of any Governmental Authority arising from its review of the transactions contemplated hereby and defending any suit, Claim, action or proceeding initiated by any Governmental Authority or Third Party under applicable Antitrust Laws for the purpose of preventing the consummation of the of the transactions contemplated hereby. Parent, the Company, and the Securityholders each shall be responsible for paying one-half (1/2) of each of the respective filing fees required to complete each of the merger filings under the HSR Act and any other Antitrust Laws of any jurisdiction where a filing is required in accordance with this Section 6.10(b) in connection with the transactions contemplated hereby. (c) Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall require or obligate Parent or any of its Affiliates to, and neither the Company nor its Affiliates or Representatives shall, without the prior written consent of Parent: (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and commence any litigation with any Governmental Authority or third party; (ii) defending commit, agree or otherwise become subject to any lawsuit restriction, condition, limitation or other legal proceedings challenging this Agreement understanding on or with respect to the operation of the business of Parent or any of its Affiliates or the Offerbusiness of the Company that would be material to the business of Parent, its Affiliates and the Company, taken as a whole; (iii) agree or otherwise be required to license, sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Parent or any of its Affiliates or the business of the Company that would be material to the business of Parent, its Affiliates and the Company, taken as a whole; or (iv) pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material Liability or other obligation, in connection with obtaining any Consent, Permit or Order. In case at For the avoidance of doubt, the matters disclosed on Schedule 6.2(b)(v)(A) shall not be prevented by this Section 6.10(c). (d) Neither Parent nor the Company, including their respective Subsidiaries and Affiliates, shall, without the prior written consent of the other party (not to be unreasonably withheld, delayed or conditioned), enter into any time Contract, including any timing agreement, with any Governmental Authority (i) that would, or would reasonably be expected to, delay the Closing beyond the End Date or (ii) not to effect the Closing before a date that is after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. End Date. (e) Without limiting the foregoing, each in no event shall Parent effect, or permit any of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order its Subsidiaries or controlled Affiliates to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In additioneffect, each of Premier and Ophthalmic will use its reasonable best efforts any transaction, or enter into any agreement to effect any transaction (includingincluding any merger or acquisition), without limitation, exchange of any required fees) and will cooperate fully with each other that would reasonably be expected to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation impose any material delay in the preparation and filing obtaining, or materially increase the risk of the Offer Documentsnot obtaining, the Schedule 14D-9 and expiration or termination of any actions applicable waiting period under the HSR Act or filings related thereto, and any amendments to any thereof, and other applicable Antitrust Laws; (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any materially increase the risk of the foregoing being a "Consent"), any Governmental Entity necessary for Authority seeking or entering any injunction or other order or decree prohibiting the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish ; (iii) materially increase the risk of not being able to each remove any such injunction or other such necessary information and reasonable assistance as Premier order or Ophthalmic may reasonably request in connection with decree on appeal or otherwise; or (iv) prevent the foregoing. In addition, if at any time prior to consummation of the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered transactions contemplated by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancethis Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Party shall use its reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, Transactions (including (i) obtaining the receipt of all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes applicable Consents of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required feesAuthorities) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements of Governmental Authorities applicable to the Transactions. (b) In furtherance and not in limitation of Section 6.09(a), to the extent required under the HSR Act any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”), each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost and expense (except that any fees or other amounts charged by any Governmental Authorities relating to such filings or applications will be split equally between the Purchaser, on the one hand, and the Company, on the other hand, which fees and expenses shall be considered Purchaser Transaction Costs and Company Transaction Costs, respectively), with respect to the Transactions as promptly as practicable (but in any event within twenty (20) Business Days after the date hereof), to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act or any other Antitrust Laws and obtaining any approval required under any other Antitrust Laws; provided, that neither Party shall extend any waiting period under the HSR Act or comparable period under any other Antitrust Laws or enter into any agreement with any Governmental Authority to so extend such waiting period or comparable period without the prior written consent of the other Parties. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any material communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in 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 Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. The Parties agree that any written materials of such Party (including without limitation any notification and report forms filed under the HSR Act concerning the transactions contemplated by this Agreement) may be redacted as necessary to comply with contractual arrangements and as necessary to address reasonable privilege or confidentiality concerns, in each event prior to sharing such materials with another Party. (c) As soon as reasonably practicable following the Offer and date of this Agreement, including the making of all filings necessary Parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to prepare and file with Governmental Authorities any notices or proper under applicable laws and regulations requests for approval, to consummate and make effective the transactions contemplated by the Offer and this Agreementextent required, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsTransactions and shall use their reasonable best efforts to have such Governmental Authorities approve the Transactions, as applicable. Each Party shall give prompt written notice to the Schedule 14D-9 other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection with the Transactions and shall promptly furnish the other Parties with a copy of such Governmental Authority notice. If any actions Governmental Authority requires that a hearing or filings related theretomeeting be held in connection with its approval of the Transactions, and whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to be present for such hearing or meeting. If any amendments objections are asserted with respect to the Transactions under any thereof, and applicable Law or if any Legal Proceeding is instituted (iior threatened to be instituted) obtain promptly all consents, waivers, approvals, authorizations by any applicable Governmental Authority or permits of, or registrations or filings with or notifications to (any private Person challenging any of the foregoing being Transactions or any Ancillary Document as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, the Parties shall use their reasonable best efforts to resolve any such objections or Legal Proceedings so as to timely permit consummation of the Transactions, including in order to resolve such objections or Legal Proceedings which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions. In the event any Legal Proceeding is instituted (or threatened to be instituted) by a "Consent")Governmental Authority or private Person challenging the Transactions, Purchaser shall, and shall cause its Representatives to, at Purchaser’s sole cost and expense, use its reasonable best efforts to contest and resist any such Legal Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, provided that the Company shall, and shall cause its Representatives to, reasonably cooperate with Purchaser with respect to such efforts of Purchaser. (d) Prior to the Closing, each Party shall use its reasonable best efforts to obtain any Consents of Governmental Entity Authorities or other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated Transactions or required as a result of the execution or performance of, or consummation of the Transactions by such Party or its Affiliates, and the Offer and this Agreement. Premier and Ophthalmic other Parties shall furnish to each other such necessary information and provide reasonable assistance as Premier or Ophthalmic may reasonably request cooperation in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceefforts.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other transactions contemplated by 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 other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make effective 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 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 (B) Parent agrees to file or cause to be filed within 45 days following the execution of this Agreement “Form A” statements or equivalent change of control applications (or, as reasonably determined by Parent, “Form A” exemption requests or equivalent exemption requests) with the insurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, to the extent that subsequent to the filing of any such “Form A” exemption request or equivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, Parent shall, as promptly as reasonably practicable thereafter, withdraw such exemption request and file in substitution thereof a “Form A” statement or equivalent change of control application with the applicable Governmental Entity. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law (as defined below) or from any Governmental Entity, (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith) and considering in good faith any such comments; (ii) 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”), any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings ; and (iiiii) defending where legally permissible, permit the other party to review any lawsuit communication it gives to, and consult with each other in advance of any substantive meeting, telephone call, or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreementconference with, the proper officers and directors of each party to this Agreement shall take all DOJ, the FTC, or such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with other Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts Entity (including, without limitationfor the avoidance of doubt, exchange with respect to all matters set forth in Section 7.3(a)) or other person (provided that materials may be redacted (A) to remove references concerning the valuation of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsParent, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesSubsidiaries, should (B) as necessary to comply with contractual arrangements in effect prior to the date hereof, and (C) as necessary to address reasonable privilege or confidentiality concerns), and allow the other party and/or its counsel to attend and participate at any such meeting, telephone call or conference (whether in person or by telephone). Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be discovered provided to the other under this Section 7.3(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by Ophthalmic such outside counsel to employees, officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Laws relating to the Healthcare Regulatory Approvals, and which should be set forth in an amendment all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the Offer Documents purpose or Schedule 14D-9effect of monopolization or restraint of trade, the discovering party will promptly inform the affecting competition or market conditions through merger, acquisition or other party of such event transaction or circumstanceeffectuating foreign investment.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all appropriate actionactions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, and to satisfy all conditions to, the Offer, the Merger and the other transactions contemplated hereby and to cause Merger Sub to purchase the Shares pursuant to the Offer on the earliest possible date following the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, including (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger and the other transactions contemplated hereby, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby, (v) in the case of Parent and Merger Sub, if any vote of the Company’s stockholders is required by applicable Law to consummate any of the transactions contemplated hereby, voting the Shares held by it in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and (vi) if Merger Sub acquires sufficient Shares to merge Merger Sub and the Company without a vote of the Company’s stockholders, at the option of Parent (in its sole discretion) taking such actions as are necessary to cause the Company to be merged with and into Merger Sub with Merger Sub continuing as the surviving company in lieu of the Merger contemplated by Section 2.1. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent or Merger Sub be required, and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion) or required, to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or their respective Subsidiaries pursuant to this Section 6.6 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of third parties or Governmental Entities, that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company and its Subsidiaries (including after the Closing Date, the Surviving Corporation and its Subsidiaries) taken as a whole, in each case measured on a scale relative to the Company and its Subsidiaries taken as a whole (a “Materially Burdensome Condition”); provided, that, if requested by Parent, the Company will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (b) Subject to the terms and conditions herein provided (including Section 6.6(a)) and without limiting the foregoing, the Company and Parent shall (i) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required or advisable, in the mutual reasonable judgment of Parent and the Company, to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) promptly making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (ii) supply to any Governmental Entity as promptly as practicable additional information or documents that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iii) use reasonable best efforts to take promptly, or cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, or competition authorities of any other jurisdiction for which, in the reasonable judgment of Parent, consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required or advisable with respect to the Offer, the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by this Agreementany Governmental Entity with respect to such transactions so as to enable the Closing to occur as soon as reasonably possible (and to enable the Offer Closing to occur as soon as reasonably possible and in any event no later than the End Date), including (ix) obtaining all necessary opinionsnegotiating, waiverscommitting to and effecting, consents and approvals and effect all necessary registrations and filings by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or of the Company or its Subsidiaries and (iiy) defending otherwise taking or committing to take any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time actions that after the Expiration Closing Date any further limits the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) freedom of action is necessary with respect to, or desirable its ability to carry out retain, one or more of its or its Subsidiaries’ (including the purposes of this AgreementSurviving Corporation’s) businesses, the proper officers and directors of product lines or assets, in each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities case as promptly as practicable may be required in order to facilitate prompt consummation of avoid the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits entry of, or registrations to effect the dissolution of, any injunction, temporary restraining order or filings with other Order in any suit or notifications proceeding which would otherwise have the effect of preventing the Closing, materially delaying the Offer Closing or the Closing or delaying the Offer Closing beyond the End Date; provided, that the Company will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the foregoing being a "Consent"), any Governmental Entity necessary for status of matters relating to the consummation completion of the Offer, the Merger and the other transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Company or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed communication to, including any filings with, any Governmental Entity, and confer in good faith to resolve any disagreement as to their strategy for communicating with any Governmental Entity or third party regarding any Regulatory Law. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event Governmental Entity, gives the other party the opportunity to attend and participate. Any such disclosures, rights to participate or circumstanceprovisions of information by one party to the other may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (d) Subject to Section 6.6(a), in furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding; provided, however, that (subject to the following sentence) the Company shall control the defense and settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement; provided, further, however, that the Company’s counsel shall be reasonably acceptable to Parent, the Company shall not take any significant positions relating any such litigation without consulting Parent in advance, and the Company shall consult with Parent with respect to litigation strategy on a regular basis. The Company agrees that it shall not settle any litigation commenced after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Offer, the Merger, or any other transaction contemplated hereby, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, Orders, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Offer, the Merger and the other transactions contemplated hereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals; provided, however, that efforts in connection with the Financing and the Required Indebtedness shall be governed by Section 7.12 and not this Section 7.3. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make effective 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 15 Business Days after the execution of this Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, (ii) to file all applications required to be filed with the FCC within 30 calendar days after the execution of this Agreement; and (iii) to file all notices and applications with PUCs within 15 Business Days after the execution of this Agreement. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.3(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsHSR Act, the Schedule 14D-9 Communications Act or any other Regulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any actions communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings related thereto, and any amendments to any thereof, submissions (and documents submitted therewith); (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of any communication received by such event party from, or circumstance.given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), the FCC, any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper or advisable under applicable Law or Order to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as promptly as practicable (and in any event no later than the End Date), including (i) preparing and filing 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 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 and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article 9 or the Offer pursuant to Annex I). (a) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make, as promptly as reasonably practicable (and in any event within ten (10) Business Days of the date of this Agreement in the case of the following clause (i) (unless counsel to the Parties have previously agreed to extend such ten (10) Business Day period)), (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, (ii) all necessary filings to obtain consents from the state regulators that are required in connection with the Offer and the Merger and (iii) all other registrations, declarations, notices and filings with Governmental Authorities that are required in connection with the Offer and the Merger. Each of the Company and Parent shall use its reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the foregoing, and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as practicable. (b) Except as prohibited by applicable Law or Order, each of Parent and the Company shall use (and shall causes its Subsidiaries to use) its reasonable best efforts to (A) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, (iB) obtaining all necessary opinionspromptly inform the other Party of (and supply to the other Party) any communication received by such party from, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreementgiven by such party to, the proper officers Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and directors of any material communication received or given in connection with any proceeding by a private party, in each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation case regarding any of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required feesC) and will cooperate fully consult with each other prior to taking any material position with respect to the filings under the HSR Act or any other Competition Law in discussions with or filings to be submitted to any Governmental Authority, (iD) comply as permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act or any other Competition Law, and (E) coordinate with the other in preparing and exchanging such information and promptly as practicable provide the other (and its counsel) with copies of all governmental requirements applicable filings, presentations or submissions (and a summary of any oral presentations) made by such Party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act or any other Competition Law. Notwithstanding anything to the contrary herein, Parent shall, on behalf of the parties, have the principal responsibility for devising and implementing the strategy for obtaining any clearances required under any Competition Law in connection with the transactions contemplated by this Agreement and shall take the Offer lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances; provided, however, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction of any such approval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Agreement, including Section in a manner so as to preserve the making of all filings necessary applicable privilege. (c) Unless prohibited by applicable Law or proper under applicable laws and regulations to consummate and make effective the transactions contemplated Order or by the Offer applicable Governmental Authority, each of the Company and this AgreementParent shall (i) to the extent reasonably practicable, includingnot participate in or attend any meeting, but not limited to, cooperation or engage in the preparation and filing any conversation with any Governmental Authority in respect of the Offer Documents, or the Schedule 14D-9 and any actions or filings related thereto, and any amendments Merger (including with respect to any thereofof the actions referred to in Section 8.01(a)) without the other, and (ii) obtain promptly all consentsto the extent reasonably practicable, waiversgive the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such Party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, approvalskeep such non-participating Party apprised with respect thereto. (d) Notwithstanding anything to the contrary contained in this Section 8.01, authorizations or permits ofneither this Section 8.01, nor the “reasonable best efforts” standard shall require, or registrations be construed to require, in order to obtain any required consent, clearance or filings with or notifications to (any of the foregoing being a "Consent"), approval from any Governmental Entity necessary for Authority or otherwise, Parent, the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesAffiliates to take, should or offer to take, any action with respect to (x) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, license or disposition of any businesses, assets, equity interests, product lines or properties of Parent or the Company (or any of their respective Subsidiaries), (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (z) otherwise taking or committing to take any action that would limit Parent’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Parent or the Company (including any of their respective Subsidiaries), in any such case as may be discovered requested or required in order to obtain any approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations or other confirmations requested or required directly or indirectly under any Competition Law, or to avoid the commencement of any action to prohibit the Offer, the Merger or the other transactions contemplated by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment this Agreement under any Competition Law to the Offer Documents extent such action would reasonably be expected to have, individually or Schedule 14D-9in the aggregate, a material adverse effect on the business, results of operations or financial condition of either Parent and its Subsidiaries or the Company and its Subsidiaries. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 8.01, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the discovering party will promptly inform Merger or any other transaction contemplated by this Agreement as violative of any Competition Law, each of the Company and Parent shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger and the other party of such event or circumstancetransactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement, including (i) obtaining preparing and filing as promptly as practicable all documentation to effect all necessary opinionsfilings, notices, petitions, statements, registrations, submissions of information, applications and other documents to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, consents licenses, orders, registrations, approvals, permits and approvals authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Mergers and effect all necessary registrations and filings the other transactions contemplated by this Agreement and (ii) defending any lawsuit or other legal proceedings challenging taking all steps as may be necessary, subject to the limitations in this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable Section 7.2, to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take obtain all such necessary action. Without limiting waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations. (b) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 7.2(a), each of Ophthalmic the parties shall give any notices to third parties, and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation each of the transactions contemplated by the Offer parties shall use, and this Agreement. In addition, cause each of Premier and Ophthalmic will use their respective Affiliates to use, its reasonable best efforts (includingto obtain any third party consents that are necessary, without limitation, exchange of any required fees) proper or advisable to consummate the Mergers and will cooperate fully with each the other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall Each of the parties will furnish to each the other such necessary information and reasonable assistance as Premier or Ophthalmic the other may reasonably request in connection with the foregoingpreparation of any required filings or submissions with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and its Affiliates and any Governmental Authority with respect to this Agreement. In additionTo the extent reasonably practicable, if at any time prior the Parties or their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the Expiration Date others and each of their Affiliates that appears in any event filing made with, or circumstance relating written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other parties reasonable prior notice of such meeting or conversation and, to either Ophthalmic the extent permitted by applicable Law, without giving the other parties the opportunity to attend or Premier participate (whether by telephone or in person) in any such meeting with such Governmental Authority. (c) In connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Mergers, the Company or any of their respective subsidiariesits Affiliates shall not pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration or incur any liability to such Person without the prior written consent of Parent (such consent not to be unreasonably withheld, should conditioned or delayed). (d) Each of Parent and Merger Sub shall use its reasonable best efforts to cause Partner to effect the Plan Closing as promptly as practicable and in accordance with the Alternative Plan Sponsor Agreement, including by using reasonable best efforts to cause Partner to take all necessary or desirable action to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or desirable to be discovered by Ophthalmic or Premier, as obtained from any third party and/or any Governmental Authority in order to effect the case may be, and which should be set forth Plan Closing in an amendment to accordance with the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceAlternative Plan Sponsor Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under Law to consummate and make effective the Mergers and the other transactions contemplated by 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 (x) any required filings by the 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 the filing pursuant to clause (y)), or ten (10) Business Days after the date the Company enters into a definitive agreement (in the case of the filing pursuant to clause (x)), and 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, 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 delivery of this Agreement, and the consummation of the Mergers, any Management Business Sale and the other transactions contemplated by this Agreement, including any such consents, 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 all consents, approvals, permits and authorizations, (iii) to furnish 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 Authority, including any filings under the Regulatory Laws, (iv) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and to cause the expiration or termination of the applicable waiting periods with respect to the approval of the Mergers and any Management Business Sale under the HSR Act and any other applicable Regulatory Laws as promptly as practicable and in any event no later than the End Date. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 7.2(a), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly notify the other party of any communication concerning this Agreement and any of the transactions contemplated hereby to that party from any Governmental Authority and consider in good faith the views of the other party and keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, the Federal Trade Commission (ithe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) obtaining all necessary opinionsor any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review in draft any proposed communication to be submitted by it to, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other in advance of any in-person or telephonic meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents consents, approvals, permits, orders or authorizations, and approvals any agreement regarding the timing of consummation of the Mergers and effect all necessary registrations the Management Business Sale) with any Governmental Authority relating to any filings or investigations concerning this Agreement and filings any of the transactions contemplated hereby unless it consults with the other party and (ii) defending any lawsuit its Representatives in advance and invites the other party’s Representatives to attend in accordance with Regulatory Laws; provided, however, that nothing in this Agreement shall prevent a party from responding to or complying with a subpoena or other legal proceedings process required by Law or submitting factual information in response to a request therefor. (c) In furtherance and not in limitation of the covenants of the parties contained in Section 7.2(a) and Section 7.2(b), each party hereto shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Regulatory Laws, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Offerconsummation of the transactions contemplated hereby and thereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed). In case at the event that any time after administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority, or private party challenging the Expiration Date Mergers, the Management Business Sale or any further action is necessary or desirable to carry out the purposes of other transaction contemplated by this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoingor any other agreement contemplated hereby, each of Ophthalmic Parent, Merger Sub and Premier the Company shall make all necessary filings cooperate with Governmental Entities as promptly as practicable the other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in order to facilitate prompt effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Offer and this Agreement. . (d) In additionfurtherance of, and not in limitation of, the covenants of the parties contained in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(d), Parent and Merger Sub shall take, or cause to be taken, all such further actions as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Law with respect to the Mergers, the Management Business Sale and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority with respect to the Mergers, the Management Business Sale and the other transactions contemplated hereby so as to enable the Closing to occur as promptly as reasonably practicable and in any event no later than the End Date, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, regardless of Premier the consideration, the sale, divestiture, license or disposition of any assets or businesses of the Company, Holdco, its Subsidiaries or Joint Ventures, or of Parent or its Subsidiaries, and Ophthalmic will (y) otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Parent, Holdco, the Company Surviving Corporation, their Subsidiaries’ or the Joint Ventures’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ or Joint Ventures’ businesses, product lines or assets, in each case as may be required in order to effect the satisfaction of the conditions to the Mergers set forth in Article VIII prior to the End Date and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided, however, that (i) neither Holdco, the Company nor any of its Affiliates shall be required to become subject to, or consent or agree to or otherwise take any action with respect to, any Order, requirement, condition, understanding or agreement of or with a Governmental Authority to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of Holdco, the Company or any of its Affiliates, unless such Order, requirement, condition, understanding or agreement is binding on the Company only in the event that the Mergers occur; and (ii) nothing in this Section 7.2 shall require, or be construed to require Parent, Holdco, the Company or their respective Subsidiaries or Affiliates to sell, divest, license or dispose of or hold separate (or to propose or agree to sell, divest, license or dispose of or hold separate), before or after the Closing, any assets or businesses of Parent, Holdco, the Company or any of their respective Subsidiaries or Affiliates, if such action would be reasonably expected to, individually or in the aggregate, result in (after giving effect to any reasonably expected proceeds of any sale, divestiture, license or disposition) a material adverse effect on the business or financial condition of the Company, the Subsidiary and the Joint Ventures, taken together as a whole. (e) Any other provision of this Agreement notwithstanding, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to the Mergers, the Management Business Sale or the other transactions contemplated by this Agreement, (i) if reasonably requested in writing by Parent, the Company shall, shall cause its Subsidiaries or shall use its reasonable best efforts (includingto cause its Significant Joint Ventures to, without limitationexecute any documents, exchange of any required fees) agreements and will cooperate fully with each instruments and take such other to (i) comply as promptly as practicable with all governmental requirements applicable actions to the transactions contemplated extent practicable, all in such order, form and substance as reasonably requested by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofParent, and (ii) obtain promptly all consentswithout the prior written consent of Parent, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any none of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesits Subsidiaries or Significant Joint Ventures shall take any action, should be discovered by Ophthalmic agree to take any action or Premier, as the case may be, and which should be set forth in an amendment consent to the Offer Documents taking of any action pursuant to this Section 7.2 (including with respect to selling, holding separate or Schedule 14D-9, the discovering party will promptly inform the other party otherwise disposing of such event assets or circumstanceconducting its business in a specified manner).

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall use its reasonable best efforts to take, or cause to be taken, all appropriate actionthe actions, and to do, or cause to be done, all and to assist and cooperate with the other parties in doing, the things necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including using reasonable best efforts to (i) obtaining all obtain the necessary opinionsactions or non-actions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods from Governmental Authorities and effect all make the necessary registrations and filings and (ii) defending take the steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this AgreementGovernmental Authority, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of in connection with any required fees) and will cooperate fully with each other to Regulatory Law (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documentsforegoing, collectively, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof“Governmental Consents”), and (ii) obtain promptly all necessary consents, waiversapprovals or waivers from, approvalsand deliver notices to, authorizations or permits ofthird parties. The parties acknowledge and agree that their obligations to use their reasonable best efforts as set forth in this Section 7.10(a) shall include those obligations set forth on the Efforts Schedule. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, Parent, Seller and Buyer shall cooperate with each other in (i) determining whether any filings are required to be made with, or registrations or filings with or notifications Governmental Consents are required to (any of the foregoing being a "Consent")be obtained from, any Governmental Entity necessary Authorities (including in any foreign jurisdiction in which the Company or any Company Subsidiaries are operating any business) and (ii) to the extent not made prior to the date hereof, timely making or causing to be made all such applications and filings as reasonably determined by Parent, Seller and Buyer as promptly as practicable (and in any event within ten (10) Business Days after the date hereof with respect to filings or submissions required under the HSR Act). Each party shall use reasonable best efforts to supply as promptly as practicable such information, documentation, other material or testimony that may be requested, and the provision of which is required, by any Governmental Authority, including by complying as soon as reasonably practicable with any request under or with respect to the HSR Act, any other Governmental Consent and any such other applicable Laws for additional information, documents or other materials received by Buyer or any of its Subsidiaries, on the one hand, or Parent or Seller or any of their respective Subsidiaries, on the other hand, from the FTC or the DOJ, or any other Governmental Authority in connection with such applications or filings or the Transactions. (c) Notwithstanding anything to the contrary set forth herein, Buyer will not be required to propose, negotiate, commit to or effect, by agreement, consent decree, hold separate order, trust or otherwise, (i) the sale, divestiture or disposition of such assets, businesses, services, products or product lines of Buyer or the Company (or any of their respective Subsidiaries or Affiliates) or behavioral limitations, conduct restrictions or commitments with respect to any such assets, businesses, services, products or product lines of Buyer or the Company (or any of their respective Subsidiaries or Affiliates), (ii) the creation or termination of relationships, ventures, contractual rights or obligations of the Company or Buyer or their respective Subsidiaries or Affiliates and (iii) any other actions that would limit the freedom of action of Buyer, the Company or any of their respective Subsidiaries or Affiliates with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Company’s) or Affiliates’ assets, businesses, services, products or product lines, or, in the event that any litigation is instituted which could have the effect of preventing the consummation of the transactions contemplated by Transactions, defend any such litigation. Neither Parent nor Seller nor any of their Subsidiaries shall, without Buyer’s prior written consent, discuss or commit to any extension of any waiting period under any Law or any agreement not to consummate the Offer and Transactions or otherwise take or commit to take any action that limits Buyer’s freedom of action with respect to, or Buyer’s ability to retain, any of the businesses, services, products or product lines of the Company (or any of its Subsidiaries or Affiliates) or otherwise receive the full benefits of this Agreement. Premier None of Parent, Seller, Buyer or the Company shall be required to take any action pursuant to this Section 7.10 unless it is expressly conditioned on the effectiveness of the Transactions. (d) Without limiting the foregoing and Ophthalmic shall subject to applicable legal limitations and the instructions of any Governmental Authority, each of Parent and Seller, on the one hand, and Buyer, on the other hand, agrees (i) to cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions and any other material actions pursuant to this Section 7.10, (ii) to furnish to each the other such necessary information and reasonable assistance as Premier or Ophthalmic the other may reasonably request in connection with its preparation of any notifications or filings, which is not otherwise legally privileged or considered commercially sensitive, (iii) to keep each other apprised of the foregoing. In addition, if at any time prior status of matters relating to the Expiration Date completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any event third party and/or any Governmental Authority with respect to the Transactions, (iv) to permit the other party to review and to incorporate the other party’s reasonable comments in any material communication to be given by it to any Governmental Authority with respect to obtaining the necessary approvals for the Transactions, and (v) not to participate in any meeting or circumstance relating discussion in person or by telephone expected to either Ophthalmic or Premier address substantive matters related to the Transactions with any Governmental Authority in connection with the Transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other party reasonable notice thereof and the opportunity to attend and observe. To the extent the parties shall share, in their sole discretion, information protected under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.10, the parties shall take reasonable efforts to share such information in a manner so as to preserve any applicable privilege. Buyer, Parent and Seller may, as each deems advisable and necessary, reasonably designate any competitively or commercially sensitive material provided to the other under this Section 7.10(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of their respective subsidiariesthe recipient and will not be disclosed by such outside counsel to employees, should be discovered by Ophthalmic officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer, or Parent or Seller, as the case may be) or its legal counsel. (e) For purposes of this Agreement, “Regulatory Law” means the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the HSR Act, the Federal Trade Commission Act, the EC Merger Regulation, and which should be set forth in an amendment all other federal, state, foreign, multinational or supranational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including, without limitation, any antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the Offer Documents purpose or Schedule 14D-9, the discovering party will promptly inform the other party effect of such event monopolization or circumstancerestraint of trade or lessening competition through merger or acquisition and including any Laws that relate to foreign investments.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Company and Parent shall each of the parties hereto agrees to use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary opinionsactions, waivers, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and effect the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) defending the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties and (iii) the execution and delivery of any lawsuit or other legal proceedings challenging this Agreement or additional instruments necessary to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable Merger and to fully carry out the purposes of this Agreement, . (b) In furtherance and not in limitation of the proper officers and directors of each party undertakings pursuant to this Agreement shall take all such necessary action. Without limiting the foregoingSection 6.10, each of Ophthalmic Parent and Premier the Company shall make all necessary (i) prepare and file any notification and report forms and related material required under the HSR Act or other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings with Governmental Entities or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as practicable (but in order to facilitate prompt consummation no event later than ten (10) Business Days from the date of this Agreement for the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange filing of any notification and report forms and related material required feesunder the HSR Act except by mutual consent confirmed in writing), (ii) and will cooperate fully with each other provide or cause to (i) comply be provided as promptly as practicable with all governmental requirements applicable to the transactions contemplated any information and documentary material that may be requested by the Offer DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and this Agreement(iii) use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities, including the making of all filings necessary to cause to be lifted or proper under applicable laws and regulations vacated any restraint, injunction or other legal impediment to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"Transactions. Parent shall pay all filing fees payable pursuant to the HSR Act or other applicable Antitrust Laws (if any). (c) Subject to Applicable Law, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Authority in connection with the foregoing. In additionTransactions, if at (ii) promptly inform each other of any time prior material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC and (iii) promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Expiration Date Transactions. The Company and Parent shall (with respect to any event in-person discussion or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may bemeeting), and which should be set forth in an amendment shall to the Offer Documents extent practicable (with respect to any telephonic discussion or Schedule 14D-9meeting), the discovering party will promptly inform provide the other party and its counsel with advance notice of such event and the opportunity to participate in any material discussion or circumstancemeeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act without the prior written consent of the other. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.10 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.10, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and the Company Subsidiaries.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate the Merger and make effective the other transactions contemplated by hereby as soon as practicable after the date of this AgreementAgreement 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) obtaining all necessary opinionspreparing and filing, waivers, consents in consultation with the other parties and approvals as promptly as practicable and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time advisable after the Expiration Date any further action is necessary or desirable to carry out the purposes date of this Agreement, all documentation to effect all necessary applications, notices, petitions, and filings and to obtain as promptly as practicable all waiting period expirations or terminations, 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 proper officers and directors Merger or any of each party to this Agreement shall take the other transactions contemplated hereby, (ii) obtaining all such waiting period expirations or 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 actionor 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. Without limiting In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Ophthalmic a Notification and Premier shall make all necessary filings Report Form pursuant to the HSR Act with Governmental Entities respect to the transactions contemplated hereby as promptly as practicable practicable, and in order any event within fifteen (15) Business Days after the execution of this Agreement, unless otherwise agreed to facilitate prompt consummation of the transactions contemplated by the Offer parties, and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all governmental requirements applicable other actions necessary to cause the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary expiration or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing termination of the Offer Documentsapplicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and the Company shall, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additionefforts referenced in Section 7.03(a) to obtain all waiting period expirations or terminations, if at any time prior to consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations for the Expiration Date any event or circumstance relating to either Ophthalmic or Premier transactions contemplated hereby under the HSR Act or any of their respective subsidiariesother Regulatory Law (as defined below) or from any Governmental Entity, should be discovered (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by Ophthalmic or Premiera private party, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of such event or circumstance.any communications, filings and submissions (and documents submitted therewith) and considering in good faith any such

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all appropriate actionactions, 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 to consummate and make effective the Merger Agreement and Plan of Merger -49- and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all necessary opinions, waivers, consents and approvals approvals, including the Company Approvals and effect 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 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 and (iii) the defending of any lawsuit lawsuits or other legal proceedings proceedings, whether judicial or administrative, challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by hereby. (b) Subject to the Offer terms and this Agreement. In additionconditions herein provided and without limiting the foregoing, each of Premier the Company and Ophthalmic will Parent shall (i) use its reasonable best efforts (including, without limitation, exchange of any required fees) and will to cooperate fully with each other in (x) determining whether any filings are required to (i) comply as promptly as practicable be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with all governmental requirements applicable to the execution and delivery of this Agreement and the consummation of the transactions contemplated by the Offer hereby and this Agreement(y) timely making all such filings and timely seeking all such consents, including the making of permits, authorizations or approvals, (ii) use reasonable best efforts to take, or to cause to be taken, all filings necessary other actions and to do, or to cause to be done, all other things necessary, proper under applicable laws and regulations or advisable to consummate and make effective the Merger and the other transactions contemplated by hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as any state or federal regulatory authorities of any other nation or other jurisdiction or any other Person may assert under Regulatory Law (as hereinafter defined) with respect to the Offer Merger and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoother transactions contemplated hereby, and to avoid or eliminate each and every impediment under any amendments Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any thereofevent no later than the End Date (as hereinafter defined)), and (iiiii) obtain promptly all consentssubject to applicable legal limitations and the instructions of any Governmental Entity, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications use reasonable best efforts to (any keep each other apprised of the foregoing being a "Consent")status of matters, any Governmental Entity necessary for including to the consummation extent permitted by Law promptly furnishing the other with copies of the transactions contemplated notices or other communications received by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier Company or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, and which should be set forth in an amendment or any of their Subsidiaries, from any third party and/or any Governmental Entity related to the Offer Documents approval of the Merger, allowing each other to review in advance any filing or Schedule 14D-9written materials submitted to any Governmental Entity related to the approval of the Merger, the discovering party will promptly inform and providing the other party and its counsel with advance notice of and, to the extent permitted by Law, the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry related to the approval of the Merger. (c) Subject to Section 5.10, and in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial Proceeding, including any Proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such event action or circumstanceproceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transactions contemplated hereby; provided, however, that, without the consent of Parent, nothing in this Agreement shall require Parent, the Company Agreement and Plan of Merger -50- or the Surviving Corporation, or their respective Subsidiaries or Affiliates, to sell, hold separate or otherwise dispose of any assets or business, or any interest in any of their respective Subsidiaries or Affiliates, in whole or in part, or to conduct any aspect of their business in a specified manner, or to permit the sale, holding separate of, or other disposition of, any assets or business, in whole or in part, or to agree to take any of the foregoing actions, or to agree to any condition or to enter into any agreement to obtain such consent, registration, approval, Permit or authorization that, in the judgment of Parent, would be adverse to Parent or the Surviving Corporation. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(b)(ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means any and all Laws requiring notice to, filings with, or the consent or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security of any nation.

Efforts. (a) Upon Each of the terms Company, Parent and subject Merger Sub shall use its respective reasonable best efforts to (and will cause its Subsidiaries to) (i) take, or cause to be taken, all appropriate action and do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable; (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the 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 prior to the conditions Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (B) from any Third Party any and all consents, 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), 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; 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, approvals and other deliverables set forth in clauses (A) and (B) above, and take all reasonable steps as may be necessary to obtain all such consents, approvals and other deliverables; (iv) cause the satisfaction of all conditions to the Merger set forth in Article 6, within its control; (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 hereto Parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order; and (vii) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due to Governmental Entities in connection therewith, with respect to this Agreement and the Merger required under any other applicable Law, provided that all filing fees to Governmental Entities related to the filings by the Parties under any Competition Laws shall be borne fifty percent (50%) by the Company and fifty percent (50%) by Parent, and (III) supply any additional information and documentary material that may be requested by any Governmental Entity. In furtherance and not in limitation of the foregoing, (x) Parent shall, after good faith consultation with the Company, determine whether any filings under the HSR Act are required to be made in order to consummate the Merger and the other transactions contemplated by this Agreement, and shall notify the Company in writing of such determination and the reasoning supporting such determination (“HSR Filing Notice”) within fifteen (15) Business Days of the date of this Agreement; and (y) to the extent Parent determines that any filings under the HSR Act are necessary, the Parties shall as promptly as reasonably practicable thereafter make appropriate filings with the United States Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) pursuant to the HSR Act with respect to the Merger (and, in any event, within fifteen (15) Business Days after the date of the HSR Filing Notice). Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “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 Contract), or the provision of additional security (including a guaranty) or otherwise incur or assume or agree to incur or assume any liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Entity) under any Contract. (b) In furtherance and not in limitation of the provisions of Section 5.5, Parent acknowledges and agrees that its obligation to use its reasonable best efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement includes (A) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, specific assets or categories of assets or areas of business of the Company; (B) terminating any existing relationships and contractual rights and obligations of the Company; (C) amending or terminating such existing licenses or other Intellectual Property agreements and entering into such new licenses or other Intellectual Property agreements (and, in each case, entering into agreements with the relevant Governmental Entity giving effect thereto); (D) making any behavioral commitments with respect to the Company’s assets or ability to conduct the business of the Company or its operations, divisions, businesses, or product lines or with any of its customers; and (E) entering into agreements, including with the relevant Governmental Entities, giving effect to the foregoing clauses (A) through (D); provided, however, the Company shall not take any action set forth in the foregoing clauses (A) through (E) without Parent’s prior written consent; provided, further, that notwithstanding anything in this Section 5.5 to the contrary, nothing in this Section 5.5 shall require any Party or any of their respective Subsidiaries to take, or cause to be taken, any action with respect to their respective assets, businesses or Subsidiaries (i) that is not conditioned upon the Merger, or (ii) that would reasonably be expected to have (A) a material and adverse impact on the reasonably expected benefits to Parent or Merger Sub (or their respective Affiliates) of completing the transactions contemplated hereby or (B) a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall require Parent to take or agree to take any action with respect to any of its Affiliates (other than Merger Sub, the Company and its Subsidiaries) or any of its direct or indirect equityholders, including any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies (as such term is understood in the private equity industry) of investment funds advised or managed by one or more Affiliates of Parent or any direct or indirect equityholders of Parent. (c) Each of Parent and the Company agrees that, between the date of this Agreement and the Effective Time, each of Parent and the Company shall not (and shall cause their respective Subsidiaries and Affiliates not to) enter into or consummate any agreements (including with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to prevent or materially delay the expiration or termination of the applicable waiting period under the HSR Act or the receipt of any required approvals or consents under any other applicable Competition Laws with respect to the transactions contemplated by this Agreement. (d) Without limiting the generality of anything contained in this Section 5.5, each Party hereto shall (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending keep the other Parties notified as to the status of any lawsuit such request, inquiry, investigation, action or other Proceeding, (iii) promptly notify the other Parties of any substantive oral or written communication to or from any Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement; and (iv) promptly provide to the other Parties copies of any substantive written communications received or provided by such Party, or any of its Subsidiaries, from or to any Governmental Entity with respect to the Merger or any other transactions contemplated by this Agreement; provided that Parent and the Company may, as each reasonably and in good ▇▇▇▇▇ ▇▇▇▇▇ advisable and necessary, designate any commercially or competitively sensitive material provided to the other under this Section 5.5 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal proceedings challenging counsel. Each Party hereto will consult and cooperate with the other Parties with respect to and provide any necessary information and assistance as the other Parties may reasonably request with respect to all substantive notices, submissions, or filings made by such Party with any Governmental Entity or any other substantive information supplied by such Party to, or substantive correspondence with, a Governmental Entity in connection with this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by this Agreement and will permit the Offer other Parties, to the extent practicable, to review and discuss in advance and consider in good faith the views of the other Parties in connection with any substantive filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Merger or any of the other transactions contemplated by this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply except as promptly as practicable with all governmental requirements applicable to the transactions contemplated may be prohibited by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated or by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request any applicable Law, in connection with any such request, inquiry, investigation, action or other Proceeding other than the foregoing. In additionmatters contemplated by Section 5.12, if at any time prior in connection with or related to the Expiration Date any event Merger or circumstance the other transactions contemplated hereby, each Party hereto will consult with the other Parties in advance and give the other Parties or their authorized representatives the opportunity to be present at each substantive meeting or teleconference relating to either Ophthalmic such request, inquiry, investigation, action or Premier other Proceeding and to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or other Proceeding. Parent and the Company shall be mutually responsible for all substantive communications with any applicable Governmental Entity; and all strategic and timing decisions regarding the HSR Act and any other applicable Competition Laws; provided that in the event of their respective subsidiariesany disagreement between the Parties, should be discovered by Ophthalmic or PremierParent (and its advisors) and the Company (and its advisors) shall seek to resolve such disagreement reasonably and in good faith, as provided, further, that if the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9Parties cannot resolve any such disagreement, the discovering party will promptly inform the other party determination of such event or circumstanceParent shall prevail.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party shall use its commercially reasonable best efforts to perform its obligations hereunder and to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper and advisable to cause the Closing to occur as promptly as practicable including taking all actions necessary, proper or advisable to consummate comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing. None of the Sellers, the Company or Purchaser shall, and make effective each of the transactions contemplated by this AgreementSellers, including the Company and Purchaser shall cause their respective affiliates that they control to not, and in the case of affiliates such party does not control, shall use its commercially reasonable efforts to cause such affiliate to not, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (ib) obtaining all necessary opinionsSellers and Purchaser shall as promptly as practicable, waivers, consents but in no event later than twenty (20) business days following the execution and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes delivery of this Agreement, file or cause to be filed with the proper officers U.S. Federal Trade Commission (the “FTC”) and directors the U.S. Department of each Justice (the “DOJ”) the notification and report form required for the Acquisition and the other transactions contemplated hereby. Any such notification and report form shall be in substantial compliance with the requirements of the HSR Act. Each party shall furnish to this Agreement shall take all the other such necessary actioninformation in its possession and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Without limiting Each party shall keep the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation other parties appraised of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange status of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretocommunications with, and any amendments inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings the HSR Act. Any such supplemental information shall be in substantial compliance with or notifications to (any the requirements of the foregoing being a "Consent"), HSR Act. Each party shall use its best efforts to obtain any Governmental Entity necessary clearance required under the HSR Act for the consummation of the Acquisition and the other transactions contemplated hereby. The Sellers and Purchaser shall also cooperate to make any required regulatory filings outside the United States as promptly as practicable after the execution and delivery of this Agreement including as may be required by the Offer applicable North American Competition Laws; provided, that Visa International Service Association may review and this Agreement. Premier and Ophthalmic shall furnish to each other comment on such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancefilings.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to Company and Parent shall use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and make effective filing as promptly as practicable, (a) and in any event within five (5) business days of the date of this Agreement, the submission of a continuing membership application with FINRA pursuant to NASD Rule 1017 and (b) 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 necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any lawsuit Governmental Authority or other legal proceedings challenging this Agreement third party that are necessary, proper or advisable to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of transactions contemplated by this Agreement, and (iii) cooperating to the proper officers extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and directors not in limitation of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic Parent and Premier the Company shall make all necessary filings an appropriate filing of a Notification and Report Form pursuant to the HSR Act with Governmental Entities respect to the transactions contemplated hereby as promptly as practicable and in order to facilitate prompt consummation any event within five (5) business days of the transactions contemplated by the Offer date of this Agreement and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or 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 stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company. (c) The Parties shall use reasonable best efforts to: (i) take all governmental requirements other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by the Offer and this Agreement; and (iii) take, including the making of or cause to be taken, all filings actions necessary to obtain each consent, approval or proper under applicable laws and regulations waiver (if any) required to consummate and make effective be obtained (pursuant to any Applicable Law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the Offer and transactions contemplated by this AgreementAgreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, including, but not limited to, cooperation in allowing the preparation and filing of the Offer Documentsapplicable waiting period to expire or releasing such Governmental Authority's consent with respect to such transactions, the Schedule 14D-9 Parties shall commence and any actions or filings related thereto, conduct good faith negotiations with each other for no less than fifteen (15) days and any use their reasonable best efforts to agree upon amendments to any thereof, this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for permit the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancehereby.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the parties party hereto agrees to shall use its their reasonable best good faith efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Merger and this Agreement as promptly as practicable in accordance with this Agreement. (b) The Company and the Purchaser will as promptly as practicable file with the Federal Trade Commission and the Department of Justice the notification and report forms required for the transactions contemplated hereby and any supplemental information that may be reasonably requested in connection therewith pursuant to the HSR Act, including which notification and report forms and supplemental information will comply in all material respects with the requirements of the HSR Act. The Company shall pay all filing fees required with respect to the notification, report and other requirements of the HSR Act. (ic) obtaining all necessary opinionsIf at any time prior to the Effective Time any event or circumstance relating to either the Company or Purchaser or any of their respective subsidiaries, waiversshould be discovered by the Company or Purchaser, consents as the case may be, and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit which should be set forth in an amendment to the Proxy Statement, or Schedule 13E-3, the discovering parties will promptly inform the other legal proceedings challenging this Agreement party of such event or the Offercircumstance. In case If at any time after the Expiration Date Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional documents, assignments and other instruments, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation . (d) Each of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will parties agrees to cooperate fully with each other in taking, or causing to be taken, all actions necessary to delist the Common Shares from the NASDAQ National Market System (i"NASDAQ") comply as promptly as practicable with all or the OTC Bulletin Board ("OTC") if the listing requirements would no longer be satisfied after the Effective Time, and to terminate registration of the Common Shares under the Exchange Act; provided, that such delisting and deregistration shall not be effective until after the Effective Time, unless such earlier time is required by NASDAQ or OTC, the SEC or other applicable governmental requirements applicable entity or self regulatory organization. (e) Purchaser shall, and shall cause its officers, directors and stockholders who are also executive officers of the Company, to use its best efforts to ensure that the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations Company continues to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation operate its business in the preparation ordinary course and filing of to maintain sufficient cash to pay the Offer Documents, the Schedule 14D-9 aggregate Merger Price and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceOption Price.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties hereto agrees to Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and use its all reasonable best efforts to takemake, or cause to be takenmade, all appropriate actionfilings necessary or proper under applicable Laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, to cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement, or other foreign filings and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications cooperation in obtaining approvals necessary from Government Entities to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoingcontinue fully existing operations. In addition, if at any time prior to the Expiration Date Effective 34 Time any event or circumstance relating to either Ophthalmic the Company or Premier Parent or the Purchaser or any of their respective subsidiaries, subsidiaries should be discovered by Ophthalmic the Company or PremierParent, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party to this Agreement shall take all such necessary action. (b) Each of the parties will use its commercially reasonable efforts to obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any business or assets of Parent, Purchaser or the Company, which divestiture, agreement to hold separate, or other restriction would, in the good faith judgment of Parent, have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, as the case may be. (c) The Company shall give Parent the opportunity to participate in the defense of any Litigation against the Company, any of its subsidiaries and/or any of the Company's directors relating to any of the transactions contemplated by this Agreement. In the event that a claim is asserted against any of the parties hereto or any of their respective affiliates, relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, any of the transactions contemplated by this Agreement, each of the parties hereto agrees to fully cooperate with the other parties hereto in the defense of any such claim at the expense of the party against whom such claim is asserted.

Efforts. (a) Upon Subject to the terms and conditions of this Agreement, each of the Parties shall use their reasonable best efforts to consummate the transactions contemplated by this Agreement as promptly as practicable and in any event before the Longstop Date (or the Extended Longstop Date, as applicable), including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, obtaining as promptly as reasonably practicable (and in any event no later than the Longstop Date (or the Extended Longstop Date, as applicable)) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Authority in order to consummate the transactions contemplated by this Agreement expeditiously and executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the Sellers or the Company Group Entities be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for or triggered by the consummation of the transactions contemplated by this Agreement under any contract or agreement or otherwise. (b) In furtherance and not in limitation of the foregoing, each Party hereto agrees to make filings (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) if required under the Antitrust Laws of the jurisdictions listed in Section 6.6(b) of the Disclosure Schedule with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable, and in any event within seven (7) Business Days of the date hereof, after circumstances that trigger such a filing requirement occur, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to applicable Law, including applicable Antitrust Law. None of the Parties shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Authority without the prior written consent of the other Party. (c) Each of the Parties shall, and shall cause its Affiliates to, (i) consult and cooperate in all respects with each other Party in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Law, furnish to the conditions other Parties as promptly as practicable all information required for any application or other filing to be made by the other Parties pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (iii) promptly notify the other Parties of any communication received by such Party from, or given by such Party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Party, in each case regarding any of the transactions contemplated hereby and, subject to applicable Law, furnish Buyer and Sellers promptly with copies of all correspondence, filings and communications between them and any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) respond as promptly as practicable to any inquiries received from, and supply as promptly as practicable any additional information or documentation that may be requested by any Governmental Authority in respect of such registrations, declarations and filings or such transactions; and (v) permit Buyer and Sellers to review any communication given by it to, and consult with each other in advance, and consider in good faith the reasonable comments of Buyer or Sellers, as applicable, in connection with, any filing, notice, application, submission, communication, meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private party, with any other Person. No Party shall independently participate in any meeting or communication with any Governmental Authority in respect of any such filings, investigation or other inquiry relating to any Antitrust Law without giving the other Parties sufficient prior Notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such substantive meeting or communication. Notwithstanding the foregoing, commercially and/or competitively sensitive information and materials of a Party will be provided to the other Parties on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial and/or competitively sensitive information has been redacted available to the other Party. Materials provided to any other Party or its counsel may be redacted to remove references (A) concerning the valuation of the Company Group Entities, (B) as necessary to comply with contractual arrangements, (C) as necessary to address reasonable attorney-client privilege or confidentiality concerns, or (D) other competitively sensitive material. (d) Notwithstanding anything to the contrary set forth in this Agreement, each and in furtherance and not in limitation of the parties hereto agrees to foregoing, Buyer shall, and shall cause its Affiliates to, use its reasonable best efforts to take(i) resolve, avoid, or cause eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law, or (ii) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be takenentered or issued, all appropriate actionthat would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, make unlawful, restrict or delay the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the Longstop Date (or the Extended Longstop Date, as applicable)), including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Buyer, its Affiliates or the Company Group Entities, or any interest therein, (B) otherwise taking or committing or agreeing to restrictions or actions that after the Closing Date would limit Buyer’s, its Affiliates’ or the Company Group Entities’, freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Buyer, its Affiliates or the Company Group Entities, or any interest therein, (C) otherwise agreeing to any other structural or conduct remedy with respect to Buyer, its Affiliates or the Company Group Entities, or any interest therein, or (D) agreeing to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and promptly effecting the sale, lease, license, divestiture, disposal and holding separate of, assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses of Buyer, its Affiliates or the Company Group Entities, or any interest therein (any such actions above in this Section 6.6(d), a “Regulatory Remedy”). Nothing in this Section 6.6(d) shall require the Company Group Entities to effectuate or agree to effectuate any Regulatory Remedy. Nothing in this Section 6.6(d) shall require Buyer or its Affiliates to effectuate or agree to effectuate any Regulatory Remedy that would give rise to a material adverse effect on the business, assets, liabilities, financial condition or results of operation of the Buyer and its Affiliates, considered as a whole, or the Company Group Entities, considered as a whole. (e) In furtherance and not in limitation of the foregoing, Buyer shall, and shall cause its Affiliates to, and Sellers and the Company Group Entities shall cooperate with Buyer to, contest, resist, and defend, at Buyer’s cost and expense, any administrative or judicial action or proceeding instituted (or threatened to be instituted) by a Governmental Authority or private party challenging this Agreement or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, and to dohave vacated, modified, suspended, eliminated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prevents, restrains, enjoins, prohibits, makes unlawful, restricts or delays consummation of the transactions contemplated by this Agreement. (f) Buyer will be solely responsible for and pay all filing fees payable to Governmental Authorities under any Antitrust Law. (g) From the date hereof until the Closing Date, except with Sellers’ prior written consent, Buyer shall not, and shall cause its Affiliates not to, take any action, including entering into any transaction, or cause omit to take any action, that could reasonably be doneexpected to prevent the expiration or termination of any waiting periods (including any extensions thereof) or any consent, all things necessary, proper approval or advisable clearance with respect to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions transaction contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties hereto agrees to Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and use its all reasonable best efforts to takemake, or cause to be takenmade, all appropriate actionfilings necessary or proper under applicable Laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, to cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement, and filings required under the HSR Act, or other foreign filings and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications cooperation in obtaining approvals necessary from Government Entities to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoingcontinue fully existing operations. In addition, if at any time prior to the Expiration Date Effective Time any event or circumstance relating to either Ophthalmic the Company or Premier Parent or the Purchaser or any of their respective subsidiaries, subsidiaries should be discovered by Ophthalmic the Company or PremierParent, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party to this Agreement shall take all such necessary action. (b) Each of the parties will use its commercially reasonable efforts to obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any business or assets of Parent, Purchaser or the Company, which divestiture, agreement to hold separate, or other restriction would, in the good faith judgment of Parent, have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, as the case may be. (c) Without limiting the foregoing, within five business days after the date of this Agreement, the Parent will make all necessary filings and submissions under the HSR Act, and the Company will make all necessary filings and submissions under the HSR Act as soon as practicable, but no later than the date required by the HSR Act and rules promulgated thereunder. The Company and Parent agree to comply with other requests for information from the Federal Trade Commission and/or the Antitrust Division of the Department of Justice ("Antitrust Governmental Entities"), to the extent required by applicable Law. The Company and Parent agree to share equally all filing fees associated with filing of the Notification and Report Form. Except as may be restricted by applicable Law, (a) the parties hereto shall cooperate with each other with respect to the obtaining of information needed for the preparation of the Notification and Report Forms required to be filed pursuant to the HSR Act by the Company and Parent in 36 38 connection with the transactions contemplated hereby, and (b) the parties shall use their reasonable efforts and shall cooperate in responding to any written or oral requests from Antitrust Governmental Entities for additional information or documentary evidence, and (c) the parties shall cooperate and shall provide notice and opportunity to consult regarding all meetings with Antitrust Governmental Entities, whether in person or telephonic, and regarding all written communications with Antitrust Governmental Entities, in connection with the transactions contemplated hereby. Company and the Parent will also cooperate to make as soon as practicable all necessary filings and submissions required by the antitrust or competition laws of any other jurisdiction. (d) The Company shall give Parent the opportunity to participate in the defense of any Litigation against the Company, any of its subsidiaries and/or any of the Company's directors relating to any of the transactions contemplated by this Agreement. In the event that a claim is asserted against any of the parties hereto or any of their respective affiliates, relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, any of the transactions contemplated by this Agreement, each of the parties hereto agrees to fully cooperate with the other parties hereto in the defense of any such claim at the expense of the party against whom such claim is asserted.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties hereto agrees to Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and use its all reasonable best efforts to takemake, or cause to be takenmade, all appropriate actionfilings necessary or proper under applicable laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, to cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement, any required filings under the HSR Act, or other foreign filings and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications cooperation in obtaining approvals necessary from Government Entities to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoingcontinue fully existing operations. In addition, if at any time prior to the Expiration Date Effective Time any event or circumstance relating to either Ophthalmic the Company or Premier Parent or the Purchaser or any of their respective subsidiaries, subsidiaries should be discovered by Ophthalmic the Company or PremierParent, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party to this Agreement shall take all such necessary action. (b) Parent and the Company shall file as soon as practicable (but not later than five business days in the case of the HSR Act filings) after the date of this Agreement notifications under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice or such other domestic or foreign antitrust regulatory authority, as applicable for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding. (c) Each of the parties will use its reasonable best efforts to obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of -------- ------- this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any business or assets of Parent or the Company, which divestiture, agreement to hold separate, or other restriction would reasonably be expected to have a Material Adverse Effect on Parent or the Company, as the case may be. ▇▇▇▇▇▇▇ represents that it cur- rently has no pending acquisitions in the motion controls area (except for those being announced on the date hereof) and there are no such acquisitions currently intended in the near term.

Efforts. (a) Upon the terms and subject Notwithstanding anything to the 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 agrees to use its reasonable best efforts to take, or cause to be takenOutside Date), all appropriate actionRegulatory Approvals, promptly undertake any and to do, or cause to be done, 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 may be necessary or appropriate in order to obtain all Regulatory Approvals as soon as practicable (but in any event prior to the transactions contemplated by this AgreementOutside Date), including (i) obtaining preparing and filing as soon as practicable after the date hereof all necessary opinionsforms, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable notices required to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations be filed to consummate the Contemplated Transactions and make effective the transactions contemplated by taking of such actions as are reasonably necessary to promptly obtain (and in any event prior to than the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofOutside Date) all 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 all Regulatory Approvals as soon as practicable (and in any event no later than the Outside Date: (A) agreeing to promptly all consentseffect any Divestiture Action that any Applicable Authority shall require, waiverspropose, approvals, authorizations offer or permits impose (provided that such Divestiture Action shall be conditioned on the occurrence of, or registrations or filings with or notifications to (any of and shall become effective only from and after, the foregoing being a "Consent"Closing), (B) agreeing promptly to comply with any Governmental Entity necessary for 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 influence 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 prevent, delay or impair the consummation of the transactions contemplated Contemplated Transactions; provided that Purchaser shall have the right to determine, direct and control the strategy and process by which the Offer Parties implement the measures described in clauses (i) and this Agreement. Premier and Ophthalmic (ii) above (including each subpart), provided, further, that Purchaser shall furnish to each other exercise such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request authority in connection full compliance with the foregoing. In additionSeller Parent’s consultation, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may beparticipation and other rights, and which should be Purchaser’s obligations, in each case as set forth in an amendment 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 Offer Documents or Schedule 14D-9Contemplated 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 discovering party will promptly inform planning, structuring (including tax structuring) and implementation of any Divestiture Action. No Party’s obligations under this Section 5.5 or the performance hereof shall entitle such Party to any adjustment or modification of the Base Purchase Price or any other party terms and conditions of such event or circumstancethis Agreement.

Efforts. (a) Upon On the terms and subject to the conditions of this Agreement (including the provisions of Section 5.04 with respect to Seller’s obligations to obtain any required Authorizations or consents of third parties), Seller, on the one hand, and Purchaser, on the other hand, shall use their respective reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary or appropriate to satisfy the conditions to the Closing, to consummate the transactions contemplated hereby as promptly as practicable and to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing (it being understood that it shall be the sole responsibility of Purchaser and/or a legal advisor of Purchaser to file or submit the notifications, registrations and/or filings set forth in this AgreementSection 5.03(c) and in items 1 and 2 of Section 6.01(a) of the Seller Disclosure Letter (including any additional materials that may be required) with the applicable Governmental Entity). (b) Prior to the Closing, each of the parties hereto agrees to Seller and Purchaser shall, and shall cause its respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessarynecessary or appropriate for it to do under applicable Laws prior to the Closing, proper which actions shall include the making and filing of (or advisable to consummate cooperating in the making and make effective filing of) the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings set forth in Section 6.01(a) of the Seller Disclosure Letter and all other required registrations and filings to, and seeking all required approvals of, Governmental Entities and furnishing all information (iiincluding in connection with the notifications, registrations and/or filings set forth in items 1 and 2 of Section 6.01(a) defending any lawsuit of the Seller Disclosure Letter) required by applicable Law or other legal proceedings challenging this Agreement requested by such Governmental Entities or the Offerother party in connection with such registrations, filings and approvals (it being understood that it shall be the sole responsibility of Purchaser and/or a legal advisor of Purchaser to file or submit the notifications, registrations and/or filings set forth items 1 and 2 of Section 6.01(a) of the Seller Disclosure Letter (including any additional materials that may be required) with the applicable Governmental Entity). In case at any time after Each of Seller and Purchaser shall, and shall cause its respective Affiliates to, cooperate with each other in respect of the Expiration Date any further action is necessary or desirable to carry out the purposes making of this Agreementsuch registrations, the proper officers filings and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoingapprovals. (c) Following Closing, each of Ophthalmic Seller and Premier Purchaser shall, and shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In additioncause its respective Affiliates to, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits oftake, or registrations cause to be taken, all actions and to do, or filings with or notifications cause to (any of the foregoing being a "Consent")be done, any Governmental Entity all things necessary for it to do to comply promptly and in a timely manner with (or to facilitate the consummation of the transactions contemplated prompt and timely compliance with) all legal requirements that may be imposed on Seller or Purchaser by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Governmental Entities in connection with the foregoing. In additiontransactions contemplated hereby or the conduct or operation of the Business by the Purchaser following the Closing, if at any time prior to which actions shall include the Expiration Date any event making and filing of (or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as cooperating in the case may be, making and which should be filing of) the registrations and filings set forth in an amendment Section 5.03(c) of the Seller Disclosure Letter and, to the Offer Documents extent applicable following the Closing, in Section 6.01(a) of the Seller Disclosure Letter (and any amendments, revisions or Schedule 14D-9follow-up requests related thereto), and all other required registrations and filings to, and seeking all required approvals of, Governmental Entities and furnishing all information (including in connection with the discovering party will promptly inform notifications, registrations and/or filings set forth in Section 5.03(c) of the Seller Disclosure Letter) required by applicable Law or requested by such Governmental Entities or the other party in connection with such registrations, filings and approvals (it being understood that it shall be the sole responsibility of Purchaser and/or a legal advisor of Purchaser to file or submit the notifications, registrations and/or filings set forth in Section 5.03(c) of the Seller Disclosure with the applicable Governmental Entity). Each of Seller and Purchaser shall, and shall cause its respective Affiliates to, cooperate with each other in respect of the making of such event or circumstanceregistrations, filings and approvals.

Efforts. (ai) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto Parties agrees to use its their respective reasonable best efforts to take, and cause their respective Affiliates to take, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract of the Company or of Parent, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity with respect to this Agreement required under applicable Law, including the HSR Act and any other applicable antitrust Laws and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that neither the Company, Parent nor any of their respective Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). (ii) The Company and Parent agree to make, and to cause their respective Affiliates to make, any necessary filings under the HSR Act and any other antitrust Laws as soon as reasonably practicable after execution of this Agreement. (iii) The Company and Parent shall each request early termination of the waiting period provided for in the HSR Act. The Company and Parent shall, and shall cause their respective Affiliates to, coordinate and cooperate in connection with their respective efforts to obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act and any other antitrust Laws as promptly as practicable and in any event before the Termination Date. In connection with any investigation or other inquiry, the Company and Parent shall, and shall cause their respective Affiliates to, unless prohibited by applicable Law or a Governmental Entity, (i) keep the other Party promptly informed of any communication received by such Party or any of its Affiliates from any Governmental Entity regarding any of the Transactions, and (ii) provide outside counsel for the other Party with a reasonable opportunity to (A) review in advance any proposed communication by such Party or its Affiliates with any Governmental Entity, (B) consult with the other Party prior to any meeting or conference with any Governmental Entity, and (C) attend and participate in such meetings or conferences. Without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed), the Company and Parent shall not, and shall not permit their respective Affiliates to, consent or agree to extend the waiting period under the HSR Act or enter into any agreement with any Governmental Entity with respect to the Transactions. (iv) Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.7(a) as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the Company and Parent, as the case may be, or its legal counsel. (v) In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.7(a), the Company and Parent shall, and shall cause their respective Affiliates to, take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated Transactions, to resolve such objections, if any, as any Governmental Entity may assert under the HSR Act or any other antitrust Laws with respect to the Transactions, and to avoid or eliminate each and every impediment and avoid the institution of any Action under any such Law that may be asserted by this Agreementany Governmental Entity with respect to the Transactions, in each case so as to enable the Transactions to occur as promptly as possible and in any event before the Termination Date, including by (i) obtaining all necessary opinionsproposing, waiversnegotiating, consents committing to and approvals and effect all necessary registrations and filings and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of the Company or its Subsidiaries or Parent or its Subsidiaries, (ii) defending terminating existing, or creating new, relationships, contractual rights or obligations of the Company or its Subsidiaries or Parent or its Subsidiaries or (iii) effectuating any lawsuit other change or restructuring of the Company or its Subsidiaries or Parent or its Subsidiaries or otherwise taking or committing to take any actions that limit the freedom of action of the Company or its Subsidiaries or Parent or its Subsidiaries with respect to, or ability to retain, one or more assets or businesses, to ensure that no Governmental Entity enters any temporary restraining order, preliminary or permanent injunction or other legal proceedings challenging this Agreement judgment, order or decree or establishes any Law preliminarily or permanently restraining, enjoining or prohibiting the Offer. In case at any time after consummation of the Expiration Date any further action is necessary Merger and the Transactions, or desirable to carry out ensure that no Governmental Entity with the purposes of this Agreement, the proper officers and directors of each party authority to this Agreement shall take all authorize or approve such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities consummation fails to do so as promptly as practicable and in any event before the Termination Date; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, no such remedy shall be (A) required unless contingent upon the occurrence of the Transactions or (B) required to be agreed to by the Company or its Subsidiaries or Parent or its Subsidiaries if such remedy would have a Material Adverse Effect on (x) the combined Company, Parent and their Subsidiaries (taken as a whole, after giving effect to the Transactions), (y) Parent and its Subsidiaries (taken as a whole) or (z) the Company and its Subsidiaries (taken as a whole) (each, a “Regulatory Material Adverse Effect”). (vi) Each of the Company and Parent shall, and shall cause its Affiliates to, cooperate and use their respective reasonable best efforts to vigorously contest and resist any Action, including any administrative or judicial Action, and to have vacated, lifted, reversed or overturned any temporary restraining order, preliminary or permanent injunction or other judgment, order to facilitate prompt or decree that is threatened or in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by Transactions under the Offer HSR Act or any other antitrust Laws; provided, however, that such obligation to contest and this Agreement. In additionresist any Action in no way limits the obligation of the Company and Parent to, each of Premier and Ophthalmic will use its reasonable best efforts (includingto cause their Affiliates to, without limitationtake, exchange of any required fees) or cause to be taken, all other actions and will cooperate fully with each do, or cause to be done, all other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreementthings necessary, including the making of all filings necessary proper or proper under applicable laws and regulations advisable to consummate and make effective the transactions contemplated by Transactions as promptly as practicable and in any event before the Offer Termination Date in accordance with Section 5.7(a)(v). (vii) Neither the Company nor Parent shall, and this Agreement, including, but not limited neither the Company nor Parent shall permit any of its Affiliates to, cooperation in enter into any agreement, transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to materially delay or materially and adversely affect the preparation and filing Parties’ ability to: (i) obtain termination or expiration of the Offer Documents, applicable waiting period and all requisite clearances and approvals under the Schedule 14D-9 HSR Act and any actions or filings related thereto, other antitrust Laws as promptly as practicable and in any amendments to any thereof, event before the Termination Date; and (ii) obtain promptly all consentsavoid the entry of, waivers, approvals, authorizations or permits the commencement of any Action seeking the entry of, or registrations or filings with or notifications to (any of effect the foregoing being a "Consent")dissolution of, any Governmental Entity necessary for the temporary restraining order, preliminary or permanent injunction or other judgment, order or decree that restricts, prevents or prohibits consummation of Transactions under the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier HSR Act or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceantitrust Laws.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Company and Parent shall each, and shall each of the parties hereto agrees to cause their respective Affiliates to, use its their reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate and make effective the transactions contemplated by this AgreementTransactions, including (i) the obtaining of all necessary opinionsactions, waivers, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and effect the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) defending the delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties and (iii) the execution and delivery of any lawsuit or other legal proceedings challenging this Agreement or additional instruments reasonably necessary to consummate the Offer. In case at any time after the Expiration Date any further action is necessary or desirable Merger and to fully carry out the purposes of this Agreement, . (b) In furtherance and not in limitation of the proper officers and directors of each party undertakings pursuant to this Agreement shall take all such necessary action. Without limiting the foregoingSection 6.11, each of Ophthalmic Parent shall (and Premier shall make all necessary cause its Affiliates to) and the Company shall (i) prepare and file any notification and report forms and related material required under the HSR Act, and any additional filings with Governmental Entities or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as practicable (but in order to facilitate prompt consummation no event later than five (5) Business Days from the date of this Agreement for the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange filing of any notification and report forms and related material required feesunder the HSR Act except by mutual consent confirmed in writing), (ii) and will cooperate fully with each other provide or cause to (i) comply be provided as promptly as practicable with all governmental requirements any information and documentary material that may be requested by the DOJ or FTC under the HSR Act and (iii) use their reasonable best efforts to take such actions as are necessary or advisable to obtain expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC as promptly as practicable, including to cause to be lifted any restraint, injunction or other legal impediment to the transactions contemplated by Merger. (c) Subject to Applicable Law relating to the Offer and this Agreement, including the making exchange of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documentsinformation, the Schedule 14D-9 Company and any actions or filings related theretoParent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits ofmaterial filing made with, or registrations or filings with or notifications written materials to (any of the foregoing being a "Consent")be submitted to, any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Authority in connection with the foregoing. In additionTransactions, if at any time prior or (ii) inform and consult with each other about, and provide each other with copies of, each material communication (and each other material correspondence or memoranda) promptly after receipt from, and as far as practicable in advance of delivery to, the DOJ or the FTC relating to the Expiration Date Transactions. The Company and Parent shall provide the other party and its counsel with advance notice of and the opportunity to participate in any event discussion or circumstance meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act without the prior written consent of the other. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.11 as “Antitrust Counsel Only Material.” (d) Subject to the terms and conditions of this Agreement, Parent shall have, except where prohibited by Applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority regarding Applicable Law relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as antitrust matters in consultation with the case may be, and which should be set forth in an amendment Company. To the extent required to permit the conditions to the Offer Documents to be satisfied in advance of the initial Offer Expiration Time, Parent shall (and shall cause its Affiliates to) agree (i) to divest, dispose of or Schedule 14D-9hold separate all or a portion of the current or future businesses, assets, properties or rights of Parent, the discovering party will promptly inform Surviving Corporation or their respective Subsidiaries (or, in the other party case of Parent, its Affiliates), or (ii) to limit the ability of such event entities to conduct their businesses or circumstanceoperate or own assets or properties; provided, however, that, in the case of clauses (i) and (ii), Parent may provide that the closing of any such transaction or the effectiveness of any such limitation shall be conditioned on the Closing.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to shall take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, domestic and foreign to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including (i) obtaining preparing and filing as promptly as practicable with any Governmental Authority or other third party all necessary opinions, waivers, consents documentation and approvals and to effect all necessary registrations and filings Filings, and (ii) defending obtaining and maintaining all Consents required to be obtained from any lawsuit Governmental Authority or other legal proceedings challenging this Agreement third party that are necessary, proper or advisable to consummate the Offer. Transactions, including merger clearance under the EC Merger Regulation and the merger regulations, to the extent applicable, of the individual countries in Europe, Japan and any other country in which such clearance is required. (b) In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes furtherance and not in limitation of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic Seller Parties and Premier shall Purchaser shall, (i) if required by applicable Law or regulation, make all necessary filings an appropriate Filing of a Notification and Report Form pursuant to the HSR Act and such Filings as are required under the EC Merger Regulation and in individual countries in Europe and in Japan with Governmental Entities respect to the Transactions (including the acquisition of Purchaser Qualifying Securities by Seller Parties or any Seller Subsidiary) as promptly as practicable and in order any event (x) with respect to facilitate prompt consummation Filings pursuant to the HSR Act, within ten Business Days of the transactions contemplated by Determination Date and (y) with respect to Filings under the Offer EC Merger Regulation and this Agreement. In additionin individual countries in Europe and in Japan, each within fifteen Business Days of Premier the Determination Date, and Ophthalmic will to supply as promptly as practicable any additional information and documentary material that may be requested and to use, subject to Sections 7.01(c) and 7.01(d), its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable and to obtain all such other Required Governmental Consents. (c) Each of Purchaser, Seller Parties and the Company shall, in connection with the efforts referenced in Sections 7.01(a) and (b) to obtain all Required Governmental Consents for the Transactions, use its reasonable best efforts to, subject to applicable Law: (includingi) cooperate in all respects with each of the other parties hereto in connection with any filing or submission and in connection with any investigation or other inquiry, without limitation, exchange including any proceeding initiated by a third party (including sharing copies of any such filings or submissions reasonably in advance of the filing or submission thereof); (ii) keep each of the other parties hereto informed of any communication received by any such party from, or, subject to compliance with the requirement to offer the other parties prior review of such communications, given by such party to any Governmental Authority, including the Federal Trade Commission (the "FTC"), and the Antitrust Division of the Department of Justice (the "DOJ"), and of any communication received or given in connection with any proceeding by a third party, in each case regarding any of the Transactions; and (iii) permit each of the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a third party, with any other Person, and to the extent requested by Purchaser or Seller Parties, and permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; provided, however, that without the prior consent of Purchaser, with respect to the obtaining of Consents sought or Filings made in connection with Purchaser's acquisition of Seller Company Securities or the registration under the 1933 Act of Purchaser Qualifying Securities, or Seller Parties, with respect to any acquisition by Seller Parties of Purchaser Qualifying Securities, the Company shall not, and none of Purchaser or any Seller Party, as applicable, shall, contact or communicate with (other than communications which are not material with respect to the obtaining of any such consent) any Governmental Authority with respect to the Transactions unless it has first provided the other parties with notice thereof and the right to review and reasonably comment upon any proposed communication or the opportunity to attend (including by teleconference) any discussions with such Governmental Authority, as applicable. Each of Purchaser, Seller Parties and the Company hereby agrees to reasonably cooperate with the others in the making of any Filings under this Section 7.01(c), including the provision of any additional or supplementary information required feesor requested by the applicable Governmental Authority, including the European Commission, in connection with the obtaining of such Required Governmental Consent or the causing of the expiration or termination of any waiting periods under the HSR Act. Each of the Company and Seller Parties will be given the opportunity to review such portions of the submissions to the European Commission which (A) reference or are otherwise relevant to Seller Parties or the Company, as applicable, and its consummation of the Transactions and (B) are not of a confidential or proprietary nature to Purchaser, prior to the filing or submission of the same; it being understood that if Seller Parties or the Company, as applicable, intends to comment, it will do so promptly. Notwithstanding anything contained in Section 7.04, this Agreement and the contents hereof may be provided to the European Commission (and, if required by Law, made publicly available). (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.01(a), (b) and will cooperate fully (c), if any objections are asserted with respect to the Transactions under the HSR Act, or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other Governmental Authority or any third party challenging any of the Transactions, or which would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, each of Purchaser, Seller Parties and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions. In furtherance of the foregoing, Purchaser agrees to take any and all action necessary to resolve such objections or suits, including agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits; provided, however, that if Liberty is Purchaser, nothing in this Agreement shall require Purchaser or any of Purchaser's Subsidiaries or Affiliates to take any action requiring, or enter into any settlement, undertaking, consent decree, stipulation or other agreement with a Governmental Authority that requires, Purchaser to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated hold separate (including by the Offer and this Agreementestablishing a trust or otherwise) or sell or otherwise dispose of any assets, including the making businesses or interests of all filings necessary Purchaser or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation any of its Subsidiaries having a fair market value in the preparation and filing excess of the Offer Documents, the Schedule 14D-9 and any actions 5% of Purchaser's Market Capitalization or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consentsif Liberty is Purchaser, waivers(x) hold separate (including by establishing a trust or otherwise) or sell or otherwise dispose of any shares (or any interests in any shares) of InterActiveCorp (f/k/a USA Interactive) it owns, approvalsholds or has the right to acquire or (y) cause InterActiveCorp to take any action with respect to its interests in, authorizations or permits the operation of, or registrations or filings with or notifications its electronic retailing business. (e) Subject to (any the obligations under and limitations of the foregoing being a "Consent"Section 7.01(d), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity necessary for Authority or third party challenging the Transactions, each of Purchaser, Seller Parties and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions Transactions. For purposes of this Section 7.01, the term "Transactions" will be deemed to include the purchase of the Defaulting Purchaser's Company Securities by Seller Parties as contemplated by the Offer Section 10.02(b) or (d), and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additiona result, if at any time prior Seller Parties so elect, the parties will, concurrently with or promptly following the corresponding Filing made under this Section 7.01 and in addition to the Expiration Date any event Required Governmental Consents being sought and Filings made with respect to Purchaser's acquisition of Seller Company Securities, also seek to obtain all Governmental Consents and make all Filings required to be made to consummate Seller Parties' acquisition of the Defaulting Purchaser's Company Securities pursuant to Section 10.02(b) or circumstance (d). (f) The Company and Seller Parties acknowledge and agree that Purchaser will lead the process relating to either Ophthalmic obtaining the expiration or Premier or any termination of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may bewaiting period under the HSR Act and the other Required Governmental Consents, and which should be set forth in an amendment the Purchaser will, following consultation with Seller Parties and the Company as to material regulatory matters, have primary responsibility regarding the Offer Documents approach to obtaining such expiration or Schedule 14D-9, the discovering party will promptly inform the other party of termination and such event or circumstanceRequired Governmental Consents.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to shall take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, domestic and foreign to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including (i) obtaining preparing and filing as promptly as practicable with any Governmental Authority or other third party all necessary opinions, waivers, consents documentation and approvals and to effect all necessary registrations and filings Filings, and (ii) defending obtaining and maintaining all Consents required to be obtained from any lawsuit Governmental Authority or other legal proceedings challenging this Agreement third party that are necessary, proper or advisable to consummate the Offer. Transactions, including merger clearance under the EC Merger Regulation and the merger regulations, to the extent applicable, of the individual countries in Europe, Japan and any other country in which such clearance is required. (b) In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes furtherance and not in limitation of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic Purchaser and Premier shall each Seller Party shall, (i) if required by applicable Law or regulation, make all necessary filings an appropriate Filing of a Notification and Report Form pursuant to the HSR Act and such Filings as are required under the EC Merger Regulation and in individual countries in Europe and in Japan with Governmental Entities respect to the Transactions (including the acquisition of Purchaser Qualifying Securities by Seller or any Seller Subsidiary) as promptly as practicable and in order any event (x) with respect to facilitate prompt consummation Filings pursuant to the HSR Act, within ten Business Days of the transactions contemplated by Determination Date and (y) with respect to Filings under the Offer EC Merger Regulation and this Agreement. In additionin individual countries in Europe and in Japan, each within fifteen Business Days of Premier the Determination Date, and Ophthalmic will to supply as promptly as practicable any additional information and documentary material that may be requested and to use, subject to Sections 7.01(c) and 7.01(d), its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable and to obtain all such other Required Governmental Consents. (c) Each of Purchaser, Seller Parties and the Company shall, in connection with the efforts referenced in Sections 7.01(a) and (b) to obtain all Required Governmental Consents for the Transactions, use its reasonable best efforts to, subject to applicable Law: (includingi) cooperate in all respects with each of the other parties hereto in connection with any filing or submission and in connection with any investigation or other inquiry, without limitation, exchange including any proceeding initiated by a third party (including sharing copies of any such filings or submissions reasonably in advance of the filing or submission thereof); (ii) keep each of the other parties hereto informed of any communication received by any such party from, or, subject to compliance with the requirement to offer the other parties prior review of such communications, given by such party to any Governmental Authority, including the Federal Trade Commission (the “FTC”), and the Antitrust Division of the Department of Justice (the “DOJ”), and of any communication received or given in connection with any proceeding by a third party, in each case regarding any of the Transactions; and (iii) permit each of the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a third party, with any other Person, and to the extent requested by Purchaser or Seller Parties, and permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; provided, however, that without the prior consent of Purchaser, with respect to the obtaining of Consents sought or Filings made in connection with Purchaser's acquisition of Seller Company Securities or the registration under the 1933 Act of Purchaser Qualifying Securities, or Seller Parties, with respect to any acquisition by Seller Parties of Purchaser Qualifying Securities, the Company shall not, and none of Purchaser or any Seller Party, as applicable, shall, contact or communicate with (other than communications which are not material with respect to the obtaining of any such consent) any Governmental Authority with respect to the Transactions unless it has first provided the other parties with notice thereof and the right to review and reasonably comment upon any proposed communication or the opportunity to attend (including by teleconference) any discussions with such Governmental Authority, as applicable. Each of Purchaser, Seller Parties and the Company hereby agrees to reasonably cooperate with the others in the making of any Filings under this Section 7.01(c), including the provision of any additional or supplementary information required feesor requested by the applicable Governmental Authority, including the European Commission, in connection with the obtaining of such Required Governmental Consent or the causing of the expiration or termination of any waiting periods under the HSR Act. Each of the Company and Seller Parties will be given the opportunity to review such portions of the submissions to the European Commission which (A) reference or are otherwise relevant to Seller Parties or the Company, as applicable, and its consummation of the Transactions and (B) are not of a confidential or proprietary nature to Purchaser, prior to the filing or submission of the same; it being understood that if Seller Parties or the Company, as applicable, intends to comment, it will do so promptly. Notwithstanding anything contained in Section 7.04, this Agreement and the contents hereof may be provided to the European Commission (and, if required by Law, made publicly available). (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.01(a), (b) and will cooperate fully (c), if any objections are asserted with respect to the Transactions under the HSR Act, or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other Governmental Authority or any third party challenging any of the Transactions, or which would otherwise prohibit or materially impair or materially delay the consummation of the Transactions, each of Purchaser, Seller Parties and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions. In furtherance of the foregoing, Purchaser agrees to take any and all action necessary to resolve such objections or suits, including agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits; provided, however, that if Liberty is Purchaser, nothing in this Agreement shall require Purchaser or any of Purchaser's Subsidiaries or Affiliates to take any action requiring, or enter into any settlement, undertaking, consent decree, stipulation or other agreement with a Governmental Authority that requires, Purchaser to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated hold separate (including by the Offer and this Agreementestablishing a trust or otherwise) or sell or otherwise dispose of any assets, including the making businesses or interests of all filings necessary Purchaser or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation any of its Subsidiaries having a fair market value in the preparation and filing excess of the Offer Documents, the Schedule 14D-9 and any actions 5% of Purchaser's Market Capitalization or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consentsif Liberty is Purchaser, waivers(x) hold separate (including by establishing a trust or otherwise) or sell or otherwise dispose of any shares (or any interests in any shares) of InterActiveCorp (f/k/a USA Interactive) it owns, approvalsholds or has the right to acquire or (y) cause InterActiveCorp to take any action with respect to its interests in, authorizations or permits the operation of, or registrations or filings with or notifications its electronic retailing business. (e) Subject to (any the obligations under and limitations of the foregoing being a "Consent"Section 7.01(d), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity necessary for Authority or third party challenging the Transactions, each of Purchaser, Seller Parties and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions Transactions. For purposes of this Section 7.01, the term “Transactions” will be deemed to include the purchase of the Defaulting Purchaser's Company Securities by Seller Parties as contemplated by the Offer Section 10.02(b) or (d), and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In additiona result, if at any time prior Seller Parties so elect, the parties will, concurrently with or promptly following the corresponding Filing made under this Section 7.01 and in addition to the Expiration Date any event Required Governmental Consents being sought and Filings made with respect to Purchaser's acquisition of Seller Company Securities, also seek to obtain all Governmental Consents and make all Filings required to be made to consummate Seller Parties' acquisition of the Defaulting Purchaser's Company Securities pursuant to Section 10.02(b) or circumstance (d). (f) The Company and Seller Parties acknowledge and agree that Purchaser will lead the process relating to either Ophthalmic obtaining the expiration or Premier or any termination of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may bewaiting period under the HSR Act and the other Required Governmental Consents, and which should be set forth in an amendment the Purchaser will, following consultation with Seller Parties and the Company as to material regulatory matters, have primary responsibility regarding the Offer Documents approach to obtaining such expiration or Schedule 14D-9, the discovering party will promptly inform the other party of termination and such event or circumstanceRequired Governmental Consents.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to party will use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement, including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity, including but not limited to, the Merger Filing Documents and the filings set forth on Schedule 3.4 of the Company Disclosure Schedule in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary 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 hereto agrees to (w) make effective 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 twenty (20) Business Days after the execution of this Agreement, (x) make any filings in connection with any Regulatory Approvals as promptly as practicable, including making the filings set forth in item 2 of Schedule 8.1(d) of the Company Disclosure Schedule within 15 Business Days after the execution of this Agreement or such other time in which the Company and Parent shall otherwise agree, (y) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or 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 periods under the HSR Act or obtain all Regulatory Approvals as soon as practicable. For the avoidance of doubt, Parent shall be responsible for the payment of all filing fees payable to any Governmental Entity. (b) Each of Parent and the Company shall, in connection with the efforts referenced in Section 7.5(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law (as defined below), (i) cooperate in all respects and consult with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party with respect to Regulatory Laws, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions (and documents submitted therewith); (ii) 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”), any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings ; and (iiiii) defending any lawsuit or permit the other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoingreview any communication it gives to, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully consult with each other to (i) comply as promptly as practicable in advance of any meeting, telephone call, or videoconference with all governmental requirements applicable the DOJ, the FTC, or such other Governmental Entity or other person, and to the transactions contemplated extent permitted by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer DocumentsDOJ, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits ofFTC, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any other applicable Governmental Entity necessary for or other Person, give the consummation other party and/or its counsel the opportunity to attend and participate in such meetings, substantive telephone calls and conferences, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier Company or any of their respective subsidiariesSubsidiaries, should (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be discovered provided to the other under this Section 7.5(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by Ophthalmic such outside counsel to employees, officers or Premierdirectors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. For purposes of this Agreement, “Regulatory Law” means Antitrust Laws, the Defense Production Act of 1950, as amended, and which should be set forth in an amendment all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions on the Offer Documents basis of national security or Schedule 14D-9, national interest and Applicable Laws relating to change of control or other approvals required from any Governmental Entity (including Governmental Entities responsible for the discovering party will promptly inform regulation of asset managers and the other party providers of such event or circumstancefinancial products and services) for completion of the transactions contemplated by this Agreement.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to Sellers and the Purchaser Group shall use its their respective reasonable best efforts to take, or cause to be taken, all appropriate actionactions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Sale and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including (i) the obtaining of all necessary opinionsactions or nonactions, waivers, consents consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Entities and approvals and effect 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, including in connection with any Antitrust Law (all of the foregoing, collectively, the "Governmental Consents"); (ii) defending the obtaining of all necessary consents, authorizations, approvals or waivers from third parties; and (iii) the execution and delivery of any lawsuit additional instruments necessary to consummate the transactions contemplated this Agreement. To the extent any out‑of‑pocket fees or other legal proceedings challenging this Agreement expenses are required to be paid to third parties in connection with the transfer at Closing, or the Offer. In case at any time after use by the Expiration Date any further action is necessary Purchaser Group or desirable its Affiliates following the Closing, of contractual rights or licenses related to carry out software used in the purposes of this AgreementBusiness, the proper officers Sellers and directors the Purchaser Group shall each pay fifty percent (50%) of each party to this Agreement shall take all such necessary action. Without fees or expenses; provided, however, the 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 Contracts with Oracle Corporation or its Affiliates or (B) which constitute Losses for which the Purchaser Indemnified Parties would otherwise be indemnified pursuant Section 9.2, subject to the terms of Article IX. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, each of Ophthalmic the Purchaser Group and Premier the Sellers shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply make or cause to be made, as promptly soon as practicable reasonably practicable, all appropriate notification filings, forms and submissions required under any Antitrust Laws with all governmental requirements applicable the Governmental Entities identified in Section 4.3(b) of the Seller Disclosure Schedule on or prior to the transactions contemplated by date which is five (5) Business Days following the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, date hereof; and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits ofcooperate with each other in (A) determining whether any filings are required to be made with, or registrations or filings with or notifications Governmental Consents are required to (any of the foregoing being a "Consent")be obtained from, any other Governmental Entity necessary for Entities or third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) to the extent not made prior to the date of this Agreement or otherwise, making, or causing to be made, as soon as reasonably practicable, all such applications and filings and seeking all such actions or nonactions, licenses, permits, orders, clearances, waivers, authorizations, expirations or terminations of waiting periods, notifications, clearances, consents and approvals. Each Party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Entity, including by complying at the earliest reasonably practicable date with any request under or with respect to any Governmental Consent and any such other applicable Laws for additional information, documents or other materials received by the Offer and Sellers or the Purchaser Group or any of their respective Affiliates from any Governmental Entity in connection with such applications or filings or the transactions contemplated by this Agreement. Premier The Purchaser Group shall be responsible for paying one hundred percent (100%) of all filing fees of all Parties associated with all appropriate notification filings, forms and Ophthalmic submissions required under the HSR Act. (c) Further, and without limiting the generality of the rest of this Section 4.3, each of the Parties shall cooperate, as promptly as practicable, in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry and shall, subject to applicable Law, promptly (i) furnish to each the other such necessary information and reasonable assistance as Premier or Ophthalmic the other Parties may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly ; (ii) inform the other party Parties of any material communication from, with or to any Governmental Entity regarding any of the transactions contemplated by this Agreement; and (iii) provide counsel for the other Parties with copies of all filings made by such event Party, and all correspondence between such Party (and its advisors) with any Governmental Entity and any other information supplied by such Party and such Party's Subsidiaries to a Governmental Entity or circumstancereceived from such a Governmental Entity in connection with the transactions contemplated by this Agreement. Each Party shall, subject to applicable Law and attorney‑client privilege, permit counsel for the other Parties to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication, draft filing, correspondence or submission to any Governmental Entity in connection with the transactions contemplated by this Agreement. The Parties shall not participate, or to permit their Subsidiaries to participate, in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Entity, gives the other Parties the opportunity to attend and participate.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to 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 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 Authorities, (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. In furtherance of the foregoing, the Company may, but 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 Authorities. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, if required under the HSR Act, the Company and Parent shall (i) promptly, but in no event later than 5:30 p.m. Eastern Daylight Savings time on the fifth Business Day after the date of this Agreement, file any and all Notification and Report Forms required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, Authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, Authorizations or approvals, (iii) supply to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Authority, and (iv) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated hereby. (c) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and equityholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Merger and the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any Governmental Authority, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit promptly furnishing the other with copies of notices or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated communications received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Company or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Authority with respect to such Merger or transactions. The Company and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Parent shall provide counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such event Governmental Authority, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.10, if any administrative or circumstancejudicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, Regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Authority, or that otherwise may cause any restriction, in connection with the Offer, the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all appropriate actionactions, 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 to consummate and make effective the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals, 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 or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly as practicable after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) use reasonable best efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state or foreign antitrust enforcement authorities or competition authorities, other Governmental Entities in connection with the Specified Regulatory Clearances, or other state or federal regulatory authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date (as hereinafter defined)), and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including (i) obtaining all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings and (ii) defending any lawsuit to the extent permitted by Law promptly furnishing the other with copies of notices or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated communications received by the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary Company or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or PremierParent, as the case may be, or any of their Subsidiaries, from any third party and/or any Governmental Entity with respect thereto. (c) Subject to Section 5.11, and which should in furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be set forth instituted) challenging the Merger or any other transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in an amendment all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer Documents Merger or Schedule 14D-9any other transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, "Regulatory Law" means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated thereby, including (i) the Sherman Act of 1890, the discovering party will promptly inform Clayton Antitrust Act of 1914, the HSR Act, ▇▇▇ ▇▇deral Trade Commis▇▇▇▇ ▇▇t of 1914 and all other party Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of such event monopolization or circumstancerestraint of trade or lessening competition through merger or acquisition, (ii) any Law governing the direct or indirect ownership or control of any of the operations or assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the national economy of any nation.

Efforts. (a) Upon Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective controlled Affiliates to use) reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to as promptly as reasonably practicable (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary, proper and advisable filings, notices, petitions, statements, registrations, declarations, submissions of information, applications, reports and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use (and shall cause their respective controlled Affiliates to use) reasonable best efforts to (i) take all action reasonably necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Notwithstanding anything in this Agreement to the contrary, subject to Parent considering in good faith the views and comments of the Company and its outside counsel, Parent shall, on behalf of the parties hereto (i) control the timing and strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority in connection with the Transactions and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto. (d) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (i) make (and cause their respective controlled Affiliates to make) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable following the date of this Agreement (and in any event within 20 Business Days following the date hereof), (ii) supply (and shall cause their respective controlled Affiliates to supply) as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) use their respective reasonable best efforts to promptly take all steps reasonably necessary, proper, or advisable to obtain all consents under any Antitrust Laws or any Foreign Direct Investment Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, or advisable under such laws, so as to enable the parties hereto to consummate the Transactions as promptly as practicable, including by contesting, defending and appealing any lawsuit or other legal proceeding relating to any Restraint. Without limiting the foregoing, Parent shall use reasonable best efforts to promptly take (and shall cause its controlled Affiliates to take) all actions reasonably necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other Antitrust Law or any Foreign Direct Investment Laws and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, in order to prevent the entry of, or to have vacated, lifted, reversed or overturned, any Restraint that would prevent, prohibit, restrict or delay the consummation of the Transactions. Parent shall use its reasonable best efforts to respond to and seek to resolve, in each case, as promptly as reasonably practicable, any objections asserted by any Governmental Authority with respect to the Transactions, including (A) agreeing to sell or otherwise disposing of, holding (through the establishment of a trust or otherwise), or divesting all or any portion of the business, assets or operations of Parent, Merger Sub or the Company or the business, assets or operations of the Surviving Corporation and its Subsidiaries after the Effective Time, (B) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Parent, Merger Sub or the Company or the Surviving Corporation and its Subsidiaries after the Effective Time, (C) agreeing to or otherwise becoming subject to any limitations on (I) the right of Parent to control or operate its business (including the business of the Surviving Corporation and its Subsidiaries after the Effective Time) or assets (including the assets of the Surviving Corporation and its Subsidiaries after the Effective Time), or (II) the right of Parent to exercise full rights of ownership of its business (including the business of the Surviving Corporation and its Subsidiaries after the Effective Time) or assets (including the assets of the Surviving Corporation and its Subsidiaries after the Effective Time) and (D) proposing, negotiating, committing to or agreeing to do or permitting to be done any of the foregoing, in each case as may be required in order to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable. From the date hereof until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, each of the Company, Parent and Merger Sub shall not take (and each of the Company and Parent shall cause their respective controlled Affiliates not to take) any action with the intention to, or that would reasonably be expected to, (i) materially delay or prohibit the expiration or termination of any waiting period under the HSR Act or (ii) materially increase the risk of any Governmental Authority entering a Judgment prohibiting the consummation of the transactions contemplated hereby which would prevent the satisfaction of the condition set forth in Section 6.01(a). Neither Parent nor the Company shall commit (and shall cause their respective controlled Affiliates not to commit) to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or any Foreign Direct Investment Laws or enter into a timing agreement with any Governmental Authority, without the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned). All filing fees under the HSR Act, any other Antitrust Laws or Foreign Direct Investment Laws shall be borne by Parent. (e) Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees shall use (and shall cause their respective controlled Affiliates to use its use) reasonable best efforts to take, or cause to be taken, (i) promptly cooperate in all appropriate action, and to do, or cause to be done, all things respects with each other in connection with any reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreementsubmissions, including (i) obtaining all necessary opinionsconsents, approvals, filings, petitions, statements, licenses, permits, authorizations, declarations, notifications, registrations, submissions of information, applications, reports, waivers, consents exemptions, clearances, orders, confirmations and approvals and effect all necessary registrations and filings and other documents with the Federal Trade Commission (ii) defending any lawsuit or other legal proceedings challenging this Agreement or the Offer. In case at any time after the Expiration Date any further action is necessary or desirable to carry out the purposes of this Agreement“FTC”), the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of Ophthalmic and Premier shall make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation Antitrust Division of the transactions contemplated by Department of Justice (the Offer and this Agreement. In addition, each of Premier and Ophthalmic will use its reasonable best efforts (including, without limitation, exchange of “DOJ”) or any required fees) and will cooperate fully with each other to (i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any of the foregoing being a "Consent"), any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request Authority in connection with the foregoing. In additionTransactions and in connection with any investigation or other inquiry by or before the FTC, if at the DOJ or any time prior other Governmental Authority relating to the Expiration Date Transactions or any event proceeding initiated by a private Person, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material written or circumstance verbal communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority (including by promptly sending the other parties a copy of all documents, information, correspondence or other communications) and of any material written or verbal communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) subject to applicable Laws and the Confidentiality Agreements relating to either Ophthalmic or Premier or any the exchange of information, and to the extent reasonably practicable, promptly consult with the other parties hereto with respect to information relating to the other parties hereto and their respective subsidiaries, should be discovered by Ophthalmic or PremierSubsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or the FTC, the DOJ or any other Governmental Authority in connection with the Transactions, other than “transaction-related documents” as that term is used in the rules and which should be set forth in an amendment regulations under the HSR Act, (iv) to the Offer Documents or Schedule 14D-9extent permitted by the FTC, the discovering party will DOJ or such other applicable Governmental Authority or other Person, promptly inform give the other parties hereto the opportunity to attend and participate in such meetings and conferences (whether in person, by telephone or otherwise), and (v) promptly obtain all consents, registrations, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations necessary, proper or advisable to be obtained from, or renewed with, the FTC, the DOJ and any other Governmental Authority. Prior to submitting any document or any information relating to the Transactions or the parties (whether formally or informally, in draft form or final form) to the FTC, the DOJ or any other Governmental Authority, a party shall provide the other parties with a reasonable opportunity to review and comment on such document or information reasonably in advance of such event submission. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or circumstancedirectors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be); provided that materials provided pursuant to this Section 5.03 may be redacted as necessary to address reasonable privilege concerns.

Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to shall cooperate with the other parties hereto and use its their respective reasonable best efforts (unless, with respect to take, or cause to be taken, all appropriate any action, another standard of performance is expressly provided for herein) to promptly (i) consummate and make effective, as promptly as reasonably practicable, and in any event prior to dothe Outside Date, the Transactions, including preparing and filing promptly and fully all documentation necessary to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or cause to be done, all things third party necessary, proper or advisable to consummate the Transactions and make effective (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this AgreementTransactions, including other than, in the case of each of clauses (i) obtaining through (iii), with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Gaming Laws, Gaming Authorities or Required Gaming Approvals, which are addressed in Section 5.03(d) below. Notwithstanding anything to the contrary herein, prior to the Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payment or commercial accommodation or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any liability, to obtain any consent or approval of any Person (other than any Governmental Authority) under any Contract. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all action necessary opinions, waivers, consents to ensure that no Takeover Law is or becomes applicable to any of the Transactions and approvals and effect all necessary registrations and filings refrain from taking any actions that would cause the applicability of such Laws and (ii) defending if the restrictions of any lawsuit Takeover Law become applicable to any of the Transactions, take all action reasonably necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor its Affiliates shall be required (and the Company shall not agree to any of the following without the express written consent of Parent): (i) (A) to offer, agree or consent to sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (before or after the Closing) any assets, licenses, operations, rights, product lines, businesses or interests therein of Parent or any of its Affiliates (other than, after the Closing, the Company or any of its Subsidiaries), (B) to offer, agree or consent to terminate or amend any (x) existing relationship, contractual right or obligation of Parent or any of its Affiliates (other than, after the Closing, the | Company or any of its Subsidiaries) or (y) venture or other legal proceedings challenging this Agreement similar arrangement of Parent or the Offer. In case at any time of its Affiliates (other than, after the Expiration Date Closing, the Company or any further of its Subsidiaries), or (C) to offer, agree or consent to any impairment of, or restriction on, Parent or any of its Affiliates’ ability to own or operate any assets, licenses, operations, rights, product lines, businesses or interests (other than, after the Closing, any of the assets, licenses, operations, rights, product lines, businesses or interests of the Company or any of its Subsidiaries); or (ii) to commit to or effect any action that is not conditioned upon consummation of the Merger. (d) Parent and Merger Sub shall, and shall (i) cause any Person employed by Parent or its Affiliates and (ii) use reasonable best efforts to cause any Person holding at least five (5)-percent of the outstanding capital stock of Parent, in each case that are reasonably necessary or desirable to carry out obtain the purposes Required Gaming Approvals to, as soon as reasonably practicable following the date of this Agreement, file, or cause to be filed, with the proper officers applicable Gaming Authorities all applications for licensure, submissions for suitability review and directors other appropriate, necessary and requested documentation in connection with all Required Gaming Approvals (it being understood that any such Gaming Authority’s failure to deem any such filing complete shall not, in and of each party itself, constitute a failure by Parent or Merger Sub to have satisfied its filing obligations pursuant to this Agreement sentence). The parties hereto shall, and shall take all such necessary action. Without limiting the foregoing, cause each of Ophthalmic their respective Affiliates, as applicable, to use reasonable best efforts to comply with, pursue, and Premier shall make respond to any and all necessary filings with Governmental Entities subsequent regulatory requests related to the Required Gaming Approvals, and use reasonable best efforts to cause the receipt of, and to eliminate any Restraint in respect of, the Required Gaming Approvals so as to obtain such Required Gaming Approvals as promptly as reasonably practicable following the date of this Agreement (it being understood that any failure to obtain any Required Gaming Approval shall not, in order and of itself, constitute a failure by Parent, Merger Sub or the Company to facilitate prompt consummation have satisfied its obligations pursuant to this sentence). Parent and the Company shall use their respective reasonable best efforts to keep the other party reasonably informed of the transactions contemplated status of any substantive communications with, and any substantive inquiries or requests for additional information from, any Gaming Authorities regarding the Required Gaming Approvals received by Parent or the Company or any of their respective Subsidiaries and Affiliates; provided, that nothing in this Section 5.03(d) shall require Parent or Merger Sub to cause the personal applications, personal application-related materials, or communications relating to such personal applications (including formal and informal interviews by the Offer Gaming Authority relating to such personal applications) of any individual representative of Parent or Merger Sub (or their respective Affiliates) to be shared with the Company. Parent shall lead, control and this Agreement. In additiondirect the process by which the parties hereto seek to obtain the Required Gaming Approvals, each including by making final determinations related to the review or investigation of Premier the Transactions by the Gaming Authorities (including substantive analyses, appearances, presentations, memoranda, briefs, arguments, opinions and Ophthalmic will proposals to be made or submitted by or on behalf of any party hereto or any other Persons reasonably necessary to obtain the Required Gaming Approvals) relating to any Required Gaming Approvals) and attending all meetings and discussions with the Gaming Authorities except to the extent that the Gaming Authorities may request to communicate exclusively with the Company; provided, that (i) Parent shall, in good faith, take into consideration the Company’s views, suggestions and comments regarding such strategy and process and (ii) Parent shall propose the structure and use its reasonable best efforts (includingto take all other actions as Parent reasonably determines is necessary to obtain the Required Gaming Approvals. The Company shall, without limitationand shall cause its Subsidiaries to, exchange of any required fees) and will cooperate fully with each other supply to (i) comply Parent as promptly as practicable with all governmental requirements applicable any additional information and documentary material relating to the transactions contemplated Company, its Subsidiaries or any applicable individuals | that may be (or is reasonably expected to be) requested by any Gaming Authority, and use reasonable best efforts to furnish to Parent such information and reasonable assistance as Parent may request in connection with each of (i) the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Gaming Authority and (ii) Parent’s efforts to obtain the Required Gaming Approvals. (e) If during the period between the date hereof and the Effective Time, the parties hereto become aware that a consent, approval, authorization or other action by, or filing with or notification to, any Gaming Authority on the part of, or with respect to, the Company, Parent, Merger Sub, or any of their respective Subsidiaries and Affiliates is required in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, which was not otherwise listed on Section 5.03(d) of the Company Disclosure Letter (an “Additional Required Gaming Approval”), such party hereto shall give prompt notice of such requirement to the other parties hereto, and, upon the written consent of all parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), each such Additional Required Gaming Approval shall be deemed a Required Gaming Approval solely for purposes of Section 5.03. (f) If requested in writing by Parent (such request to set forth the specific Gaming Approval(s) to which the request relates) the Company shall, and shall cause its Subsidiaries to, take all such actions as are reasonably necessary (which, for the avoidance of doubt, shall not include any actions that would prevent the Company’s ability to operate in the ordinary course of business prior to Closing) to surrender any Gaming Approval(s) held by the Offer Company or any of its Subsidiaries and this Agreementset forth in such request (and cease business in each state or jurisdiction to which such Gaming Approval relates); provided, including that such surrender (and cessation of business) shall only be required (i) to occur at such time the making conditions to the Closing set forth in Article VI shall have been satisfied or waived or shall then be capable of all filings necessary being satisfied or proper under applicable laws waived if the Closing were to take place immediately following such surrender and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation cessation of business (which Parent shall confirm in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, and any amendments to any thereofwriting in connection with its request), and (ii) obtain promptly all consentsto be effective immediately prior to, waiversand conditioned upon, approvals, authorizations or permits of, or registrations or filings with or notifications to (the Closing. If Parent requests the surrender of any of the foregoing being a "Consent"such Gaming Approval(s), and any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and this Agreement. Premier and Ophthalmic shall furnish to each other such necessary information and reasonable assistance as Premier or Ophthalmic may reasonably request in connection with the foregoing. In addition, if at any time prior to the Expiration Date any event or circumstance relating to either Ophthalmic or Premier or any of their respective subsidiaries, should be discovered by Ophthalmic or Premier, as the case may be, and which should be Gaming Approval is a Required Gaming Approval set forth in an amendment to Section 5.03(d) of the Offer Documents or Schedule 14D-9Company Disclosure Letter, then for the discovering party will promptly inform purposes of Section 6.02(e) such Required Gaming Approval will, upon the other party effectiveness of such event or circumstancesurrender (and cessation of business) in accordance with this Section 5.03, be deemed to have been obtained.