Common use of Efforts Clause in Contracts

Efforts. 5.3.1 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 and 5.3.4 below. Subject to applicable Laws relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party lessening of any communication with, competition through merger or acquisition. (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Company and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and in any event within 10 days following the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to cause enable the parties hereto to consummate the Transactions. Without limiting the foregoing, Parent shall promptly take all actions necessary to secure the expiration or termination of the notice periods any applicable waiting period under the HSR Act or any state statutesother Antitrust Law and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, rulesin order to prevent the entry of, regulationsor to have vacated, orders lifted, reversed or decrees overturned, any Restraint that are designed to would prevent, prohibit, restrict or regulate delay the consummation of the Transactions, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Parent and its Subsidiaries, (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time, (D) permitting the Company to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time, (E) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries, (F) terminating any joint venture or other arrangement, (G) creating any relationship, contractual right or obligation of the Company or Parent or their respective Subsidiaries or (H) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions having the purpose by or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything Company, by consenting to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit such action by the Company (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Company, be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or its Subsidiaries administrative or Affiliates other tribunal by any Person (including any Governmental Authority) in order to divest, any of their respective businesses, product lines or assetsavoid entry of, or to accept have vacated or terminated, any operational restriction, Restraint that would prevent the Closing prior to the Outside Date. All such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 5.03 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) occur. Parent shall not, respond to and shall cause its Affiliates seek to not, prior to the expiration of the HSR waiting period resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The Company, execute Parent and deliver a definitive agreement in respect Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that could reasonably be expected to, hinder or delay the expiration or termination of any transaction that would be reportable waiting period under the HSR Act and that would reasonably be expected or the obtaining of approval of the DOJ or FTC as necessary. Nothing in this Agreement shall require any party to materially increase take or agree to take any action with respect to its business or operations unless the risk that effectiveness of such agreement or action is conditioned upon the Closing. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions fail to occur prior and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Outside DateTransactions, including any 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 communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority 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) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” or “4(d) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in such meetings and conferences.

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party lessening of any communication with, competition through merger or acquisition. (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Company and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees: (1) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within 30 calendar days after the date of this Agreement, (2) to make the appropriate filings under the Other Required Antitrust Laws as promptly as reasonably practicable and advisable following the date of this Agreement, (3) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and such Other Required Antitrust Laws and (4) to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to cause enable the parties hereto to consummate the Transactions. Without limiting the foregoing, Parent shall promptly take all actions necessary to secure the expiration or termination of the notice periods any applicable waiting period under the HSR Act or any state statutessuch Other Required Antitrust Law and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, rulesin order to prevent the entry of, regulationsany Restraint that would prevent, orders or decrees that are designed to prohibit, restrict or regulate actions having delay the purpose or effect consummation of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2Transactions, 5.3.3 or 5.3.4, including (i) neither Parent nor agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company or its Subsidiaries contemporaneously with or subsequent to the Effective Time, (ii) permitting the Company to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries shall be required prior to divestthe Effective Time, (iii) terminating existing relationships, contractual rights or cause obligations of the Company or permit its Subsidiaries, (iv) terminating any joint venture or other arrangement of the Company or its Subsidiaries or Affiliates (v) creating any relationship, contractual right or obligation of the Company or its Subsidiaries (or, in each case, entering into agreements or stipulating to divestthe entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions by or with respect to the Company, by consenting to such action by the Company (including any consents required under this Agreement with respect to such action) (each of the actions described in clauses (i) - (v), a “Divestiture Action”); provided, however that in no event shall anything in this Agreement require, or be construed to require, the Company, Parent or any of their respective businesses, product lines or assetsAffiliates to (1) take, or agree to accept take, any operational restrictionDivestiture Action unless all Divestiture Actions collectively would not result in a material adverse effect on the business, results of operations, assets or take any other action that would reasonably be expected financial condition of a company the size of (and with results of operations equal to limit the right of Parent to own or operate any portion of the businesses of Parent, those of) the Company or any of their Subsidiaries or Affiliatesand its Subsidiaries, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to nottaken as a whole, prior to the expiration Effective Time or (2) take any actions, including the actions described in clauses (i) - (v) above with respect to Parent, its Affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements. To assist Parent in complying with its obligations set forth in this Section 5.03(c), the Company shall enter into one or more agreements requested by Parent to be entered into by any of them prior to the Closing (but conditioned upon consummation of the HSR waiting period Closing) with respect to any Divestiture Action. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the TransactionsTransactions and the Company, execute Parent and deliver a definitive agreement in respect Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that could reasonably be expected to, hinder or delay the expiration or termination of any transaction that would be reportable waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC or under any Other Required Antitrust Laws. Nothing in this Agreement (x) shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining the expiration or termination of the applicable waiting periods under, or any approvals under, the HSR Act or Other Required Antitrust Laws or approvals from any other Governmental Authorities, unless the effectiveness of such agreement or action is conditioned upon the Closing or (y) shall require Parent or its Affiliates to (and neither the Company nor its Subsidiaries shall without the express written consent of Parent) defend through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would reasonably be expected to materially increase prevent the risk that the Transactions fail to occur Closing prior to the Outside Date. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate 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, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority (including any “4(c) documents” and “4(d) documents” as these terms are used in the rules and regulations under the HSR Act) 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 and (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions; provided that any such information or materials referred to in (i) - (iii) may be redacted (x) to remove references concerning the valuation of the Company and (y) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding the foregoing, Parent shall, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws.

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party lessening of any communication with, competition through merger or acquisition. (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Company and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees 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 10 days following the date hereof, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to cause enable the parties hereto to consummate the Transactions. Without limiting the foregoing, Parent shall promptly take all actions necessary to secure the expiration or termination of the notice periods any applicable waiting period under the HSR Act or any state statutesother Antitrust Law and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority, rulesin order to prevent the entry of, regulationsor to have vacated, orders lifted, reversed or decrees overturned, any Restraint that are designed to would prevent, prohibit, restrict or regulate delay the consummation of the Transactions, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) selling, divesting or otherwise conveying or holding separate particular assets or categories of assets or businesses of Parent and its Subsidiaries, (C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Company and its Subsidiaries contemporaneously with or subsequent to the Effective Time, (D) permitting the Company to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time, (E) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries, (F) terminating any joint venture or other arrangement, (G) creating any relationship, contractual right or obligation of the Company or Parent or their respective Subsidiaries or (H) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with any of the foregoing and, in the case of actions having the purpose by or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything Company, by consenting to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit such action by the Company (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Company, be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or its Subsidiaries administrative or Affiliates other tribunal by any Person (including any Governmental Authority) in order to divest, any of their respective businesses, product lines or assetsavoid entry of, or to accept have vacated or terminated, any operational restriction, Restraint that would prevent the Closing prior to the Outside Date. All such efforts shall be unconditional and shall not be qualified in any manner and no actions taken pursuant to this Section 5.03 shall be considered for purposes of determining whether a Material Adverse Effect has occurred or take any other action that would reasonably be expected to limit occur. Parent will not withdraw its initial filing pursuant to the right HSR Act or any other Antitrust Law, as the case may be, and refile any of Parent to own or operate any portion of the businesses of Parentthem, unless the Company or any of their Subsidiaries or Affiliateshas consented in advance to such withdrawal and refiling, (ii) none of Parent, HoldCo or Merger Sub shall such consent not to be required to waive any of the Offer Conditions and (iii) unreasonably withheld. Parent shall not, respond to and shall cause its Affiliates seek to not, prior to the expiration of the HSR waiting period resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Transactions. The Company, execute Parent and deliver a definitive agreement in respect Merger Sub and any of their respective Affiliates shall not take any action with the intention to, or that could reasonably be expected to, hinder or delay the expiration or termination of any transaction that would be reportable waiting period under the HSR Act or the obtaining of approval of the DOJ or FTC as necessary (including, in the case of Parent and that would Merger Sub, acquiring or merging with any business, Person or division thereof, or entering into a definitive agreement with respect thereto, if doing so could reasonably be expected to materially increase have such effect). Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the risk that effectiveness of such agreement or action is conditioned upon the Closing. Parent shall (x) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions fail and (y) control the overall development of the positions to occur prior be taken and the regulatory actions to be requested in any filing or submission with a 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, a Governmental Authority relating to the Outside DateTransactions and of all other regulatory matters incidental thereto; provided that Parent shall consult and cooperate with the Company with respect to such strategy, positions and requested regulatory action and consider the Company’s views in good faith. 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 or any other Antitrust 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. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication 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, and allow the other party to review in advance and consider in good faith the views of the other party with respect to such filing, submission, or written communication, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from the FTC, the DOJ or any other Governmental Authority 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) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in such meetings and conferences.

Efforts. 5.3.1 Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties party hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 and 5.3.4 below. Subject to applicable Laws relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 party in doing, all things necessary, proper or advisable to consummate and make effective, in as soon as possible following the most expeditious manner practicable date hereof, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts in (i) the obtaining of all other necessary actions or nonactionsactions, non-actions, waivers, consents and approvals from Governmental Authorities Entities (the “Required Consents”) prior to the Effective Time, and the making of all other necessary registrations and filings (including other filings with and the taking of all steps as may be necessary to obtain a Required Consent from, or to avoid an action or proceeding by, any Governmental Authorities, if any)Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Company’s Indebtedness as Merger or the other transactions contemplated by Section 5.12 hereof at the Effective Timethis Agreement, and including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger. 5.3.3 Each (b) Comet and Venus shall jointly develop, consult and cooperate with one another regarding the strategy for obtaining any Required Consent, including by determining the form and content of Parent any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals, filings, agreements or other documents made or submitted by or on behalf of either party in connection with the obtaining of any Required Consents. Subject to applicable Law, each of Comet and the Company Venus shall (i) promptly make notify the other party of any communication, inquiry or cause investigation received by that party from, or given by it to, any Governmental Entity and permit the other party to be made review in advance any proposed communication to any such Governmental Entity and incorporate the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and other party’s reasonable comments, (ii) cooperate not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent reasonably practicable, it consults with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, advance and, to the extent permitted by such Governmental AuthorityEntity, gives the other party the opportunity to attend and participate. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions participate therein and (iii) Parent shall notpromptly furnish the other party with copies of all correspondence, filings and written communications between it and its Representatives, on the one hand, and shall cause any such Governmental Entity or its Affiliates to notstaff, prior to on the expiration of the HSR waiting period other hand, with respect to this Agreement and the TransactionsMerger, execute in order for such other party to meaningfully consult and deliver a definitive agreement participate in respect of any transaction that would be reportable under accordance with the HSR Act preceding clauses (i) and that would reasonably be expected to materially increase the risk (ii); provided that the Transactions fail materials furnished pursuant to occur prior this Section 7.03(b) may be redacted as necessary to the Outside Dateaddress reasonable attorney-client or other privilege or confidentiality concerns.

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 and 5.3.4 Section 5.03(c) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party lessening of any communication with, and any proposed understanding, undertaking, competition through merger or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authority, the opportunity to attend and participateacquisition. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transactionlessening of competition through merger or acquisition. Each party shall promptly inform the other party of any communication with, 39 (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Company and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action as necessary to ensure that the Transactions may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby consummated as promptly as possible after practicable on the execution terms contemplated by this Agreement and otherwise lawfully minimize the effect of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to such Takeover Law on the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.

Efforts. 5.3.1 (a) 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 Subsidiaries Affiliates to use) their respective 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 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 necessary, proper and advisable filings, notices, petitions, statements, registrations, declarations, submissions of information, applications 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) its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Parent shall exclusively control (but shall consult with the Company with respect to), (i) 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 (ivii) defend the overall development of the positions to be taken and the regulatory actions to be requested in any filing or contest submission with a Governmental Authority in good faith connection with the Transactions and in connection with any Action brought investigation or other inquiry or litigation by or before, or any negotiations with, a third party 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 agrees to make (and shall cause their respective 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, and to supply as promptly as reasonably practicable any additional information and documentary material that could otherwise prevent may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or impedeeliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, interfere withstate or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions. Without limiting the foregoing, Parent and the Company shall each use (and shall cause their respective controlled Affiliates to use) reasonable best efforts to secure the expiration or termination of all applicable waiting periods under the HSR Act or any other Antitrust Law and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Law raised by any Governmental Authority. Each of the Company, Parent and MergerCo 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, hinder or delay in the expiration or termination of any material respect waiting period under the consummation HSR Act or the obtaining of approval of the TransactionsDOJ or FTC as necessary (including, in the case of Parent and its controlled Affiliates, acquiring or merging with any business, Person or division thereof, or entering into a definitive agreement with respect thereto, if doing so could reasonably be expected to have such effect). Nothing in this Agreement shall require any party hereto to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. Neither Parent nor the Company shall commit (and shall cause their respective Affiliates not to commit) to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or any other Antitrust Laws or enter into 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). (e) In furtherance and not in limitation of the foregoing, each of clauses the parties hereto shall use (and shall cause their respective Affiliates to use) its reasonable best efforts to (i) through (iv)promptly cooperate in all respects with each other in connection with any necessary, other than with respect to proper or advisable submissions, consents, approvals, filings, notices, petitions, statements, licenses, permits, authorizations, declarations, notifications, registrations, submissions of information, applications applications, reports, waivers, exemptions, clearances, orders, confirmations and other documents with the FTC, the DOJ or any other Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before the FTC, the DOJ or any other Governmental Authority relating to the Transactions or any 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 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 hereto a copy of all documents, approvalsinformation, consentscorrespondence or other communications) and of any material written or verbal communication received or given in connection with any proceeding by a private Person, registrationsin each case regarding any of the Transactions, permits, authorizations and other confirmations relating to Antitrust Laws, which are dealt with in Sections 5.3.2 and 5.3.4 below. Subject (iii) subject to applicable Laws and the Confidentiality Agreement relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parentreasonably practicable, HoldCo and the Company will promptly consult with the other party on and consider in good faith the views of the other party in connection with, all of the parties hereto with respect to information relating to Parent, HoldCo or the Companyother parties hereto and their respective Subsidiaries, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material materials submitted to, any third party Person or the FTC, the DOJ or any other Governmental Authority in connection with the Transactions Transactions, other than “Transaction-Related Documents,” as required pursuant that term is used in the rules and regulations under the HSR Act, (iv) to this Section 5.3.1. 5.3.2 Each of the parties agrees to use reasonable best efforts to takeextent permitted by the FTC, the DOJ or cause to be takensuch other applicable Governmental Authority or other Person, all actions, and to do, or cause to be done, and to assist and cooperate with promptly give the other parties hereto the opportunity to attend and participate in doingsuch meetings and conferences (whether in person, by telephone or otherwise), and (v) promptly obtain all things consents, registrations, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations necessary, proper or advisable to consummate be obtained from, or renewed with, the FTC, the DOJ and make effectiveany other Governmental Authority. Prior to submitting any document or any information relating to the Transactions or the parties hereto (whether formally or informally, in draft form or final form) to the most expeditious manner practicable FTC, the Merger and DOJ or any other Governmental Authority, a party hereto shall send the other transactions contemplated parties hereto such document or information reasonably in advance of such submission, and such document or information shall not be submitted to the FTC, the DOJ or any other Governmental Authority without the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned or delayed). (f) Except as expressly contemplated, required or permitted by this AgreementAgreement or as required by applicable Law, including Judgment or a Governmental Authority, during the period from the date of this Agreement to the Effective Time (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if anysuch earlier date on which this Agreement is terminated pursuant to Section 7.01), (ii) neither Parent nor MergerCo shall, and each of Parent and MergerCo shall cause their controlled Affiliates not to, without the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing prior written consent of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of enter into any additional instruments necessary to consummate the transactions contemplated bymerger, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and acquisition or similar transaction involving any Person or business that competes with the Company shall (i) promptly make that would, individually or cause to be made in the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filingaggregate, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authority, the opportunity to attend and participatehave a Parent Material Adverse Effect. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.

Efforts. 5.3.1 (a) 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 Subsidiaries Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, nondisapprovals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Banking Authority (including the OCC) and any other Governmental Authority or third party necessary, proper or advisable necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws or FDI Laws, which are exclusively dealt with in Sections 5.3.2 Section 5.03(c) and 5.3.4 (d) below. Subject Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement (including any provision of this Section 5.03) shall require Parent or any of its Affiliates to agree to any Materially Burdensome Regulatory Condition and the Company shall not agree to or take any action constituting a Materially Burdensome Regulatory Condition without Parent’s prior written consent. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions 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 actions 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) Each of the parties hereto agrees: (1) that each of the applicable parties shall make, or cause to be made, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and in any event within twenty Business Days following the date of this Agreement, (B) an appropriate filing of a notification and request for an advance ruling certificate pursuant to the Competition Act with respect to the Transactions as promptly as reasonably practicable following the date of this Agreement, and in any event within twenty Business Days following the date of this Agreement, (C) an appropriate filing with the OCC or other applicable Governmental Authority with respect to the approvals or notices listed on Section 8.12(b) of the Company Disclosure Letter in order to obtain the Requisite Change of Control Approvals as promptly as reasonably practicable following the date of this Agreement, and in any event within twenty-five Business Days following the date of this Agreement, and (D) any appropriate filings under any other applicable Antitrust and FDI Laws as promptly as reasonably practicable following the date of this Agreement, (2) to make an appropriate response as promptly as reasonably practicable to any reasonable request for information or documentary material under the HSR Act, the Competition Act, the Other Required Antitrust and FDI Laws and any other applicable Antitrust Laws and FDI Laws and (3) to use reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws and FDI Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as practicable. Without limiting the foregoing, the Company and Parent shall, and shall cause each of their respective Subsidiaries, and, in the case of Parent, any Equity Investor’s Affiliate, to, use their reasonable best efforts to secure the expiration or termination of any applicable waiting period under the HSR Act and the Competition Act and to use their reasonable best efforts to secure the expiration or termination of any applicable waiting period and obtain any consent, clearance or approval required under any other applicable Antitrust Laws and FDI Laws and resolve any objections asserted with respect to the Transactions under any applicable Antitrust Law or FDI 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. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned on the Closing. 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, the Competition Act or any other Antitrust Laws or FDI Laws or enter into a timing agreement with any Governmental Authority, or withdraw its initial filing pursuant to the HSR Act, the Competition Act or any other Antitrust Law, as the case may be, and refile any of them, without the prior written consent of the other party, such consent not to be unreasonably refused, conditioned or delayed. In furtherance and not in limitation of this Section 5.03(c) and Section 5.03(d), the parties hereto shall use reasonable best efforts to defend through litigation any claim asserted in court by any Person, including any Governmental Authority, under any Antitrust Laws or FDI Laws in order to avoid entry of, or to have vacated or terminated, any Judgment (whether temporary, preliminary or permanent) that could restrain, delay or prevent the Closing, including by pursuing all reasonable avenues of administrative and judicial appeal. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate 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, (ii) keep the other party hereto informed in all respects and on a reasonably timely basis of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the Canadian Competition Bureau (the “CCB”), the OCC or any other Governmental Authority or third Person (including any Banking Authority) and of any substantive 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 relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parentreasonably practicable, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the hereto with respect to information relating to Parent, HoldCo or the Companyother parties hereto and their respective Affiliates, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material materials submitted to, any third party Person or any Governmental Authority in connection with the Transactions Transactions, other than “Transaction Related Documents” as required pursuant that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ, the CCB or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in any meetings, telephonic conferences and videoconferences with such Governmental Authority or other Person regarding any of the Transactions. Parent and the Company shall have the right to review in advance all written materials submitted to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws or FDI Laws or the change of control of any Permit; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.3.1. 5.3.2 Each 5.03(d) as “Outside Counsel Only”, in which case such materials and the information contained therein shall be given only to outside counsel of the parties agrees recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. In furtherance of the foregoing, Parent shall use its reasonable best efforts, and shall use its reasonable best efforts to cause its Affiliates (including Equity Investor’s Affiliates) to provide as promptly as practicable (including using reasonable best efforts to provide within five (5) Business Days) such information as is requested by the applicable Government Authority in connection with the Requisite Change of Control Approvals, including providing the information or taking the actions specified in Section 5.03(d) of the Company Disclosure Letter; provided that, to the extent a Government Authority requests any additional personal or financial information of any indirect owners or control persons of Parent who are individuals, Parent may seek to obtain a waiver or offer to provide alternative customarily accepted information so long as such attempt would not be reasonably expected to delay in any material respect, impair or prevent the applicable party or parties from obtaining the Requisite Change of Control Approvals. Notwithstanding anything to the contrary in this Agreement, with respect to any filing or supplement thereto required by a Governmental Authority that may include sensitive financial or other information (including but not limited to sensitive personal information) with respect to Parent or Parent Related Parties, such Person may elect, in such Person’s sole discretion, to provide such information to such Governmental Authority directly through its legal counsel. (e) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(a) through Section 5.03(d), and not any other provisions, will solely govern the parties’ required efforts in order to make any required notices or filings, and obtain any consents or approvals, under any Antitrust Laws or FDI Laws. (f) Parent shall take (and shall cause its Equity Investors’ Affiliates (the “Interested Parties”) to take, or cause to be taken, ) any and all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, any and/or all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable ensure that any review of the Merger by CFIUS and any CFIUS Approval will not impede, prevent or delay the Closing and in connection therewith avoid any restraint pursuant to Section 6.01(a). In furtherance and not in limitation of the foregoing, Parent shall take (and shall cause Interested Parties to take) the following actions (and the other transactions contemplated by this AgreementCompany shall, including solely to the extent provided below and subject to Section 5.03(i) below, use its commercially reasonable efforts to cooperate with Parent in connection with the following actions) as necessary, proper or advisable to obtain the CFIUS Approval: (i) with respect to the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any)CFIUS Approval, (iiA) as promptly as reasonably practical, the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make file, or cause to be made filed, with CFIUS a draft of the filings required CFIUS Notice (the “Draft Notice”) as contemplated under 31 C.F.R. 800.401(f), and (B) as promptly as practicable after receiving and incorporating any feedback from CFIUS regarding the Draft Notice, Parent and Company shall file, or cause to be filed, the CFIUS Notice in accordance with the DPA; (ii) supplying, as promptly as reasonably practicable, any certification, additional information, documents or other materials in respect of such party notice or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and that may be requested by CFIUS, respectively, in connection with its review process related to the CFIUS Approval; and (iiiii) cooperate cooperating with the each other party in connection with any such filing, filing and in connection with resolving any investigation or other inquiry of CFIUS or any such agency or other Governmental Authority under related to the HSR Actreview processes for the CFIUS Approval, including by (A) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS, (B) promptly informing each other of any communication received by Parent or the ▇▇▇▇▇▇▇ ActCompany, as amendedor given by Parent or the Company to, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed CFIUS by promptly providing copies to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or information reasonably determined by Parent or the Company to be business confidential information, (C) permitting each other to review in advance any written or oral communication withthat Parent or the Company gives to CFIUS, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate consult with the Company in advance of any meeting, telephone call or conference with any Governmental Authority in respect of any such filingsCFIUS, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, and to the extent permitted not prohibited by such Governmental AuthorityCFIUS, give each other the opportunity to attend and participateparticipate in any telephonic conferences, videoconferences or in-person meetings with CFIUS and (D) cooperating in good faith to minimize any mitigation conditions or restrictions that may be imposed by CFIUS. 5.3.4 Each of (g) Parent and shall not commit to, or agree with CFIUS or any other Governmental Authority in connection with the Company shall use their reasonable best efforts to take such action as may be required to cause CFIUS Approval to, delay or impede the expiration Transactions without the prior written consent of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect Company. (h) Notwithstanding anything herein to the transactions contemplated hereby as promptly as possible after contrary, Parent shall bear the execution cost of this Agreementany filing fee payable to a Governmental Authority in connection with any filings made in relation to CFIUS. 5.3.5 (i) Notwithstanding anything to the contrary in Sections 5.3.2this Agreement, 5.3.3 the failure of the Company to comply with Section 5.03(f) shall not give rise to the failure of a condition precedent set forth in Section 6.02(b) or 5.3.4a right to terminate this Agreement pursuant to Section 7.01(c)(i) unless such failure is the result of a material and intentional breach by the Company of any provision of Section 5.03(f). (j) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(f) through (i), and not any other provisions, will solely govern the parties’ required efforts in connection with the CFIUS Approval. (k) neither Parent nor any Until such time as the required CFIUS Approval has been obtained, each non-US person that has, as of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divestClosing, any of their respective businesses, product lines direct or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of indirect interest in Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (iix) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions solely hold passive economic interests in Parent and (iiiy) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of not have any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.board representation rights or other governance or cons

Efforts. 5.3.1 (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, Transactions and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impedeTransactions, interfere with, hinder or delay in any material respect the consummation of the Transactionsother than, in the case of each of clauses (i) through (iviii), other than 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 Antitrust Laws, which are dealt addressed in Section 5.03(c) below. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each (i) take all actions 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) Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act within ten (10) Business Days after the date hereof and other required antitrust approvals with respect to the Transactions as soon as practicable and advisable after the date of this Agreement and no later than by or before the Closing Date, and (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Further, each party hereto shall use its reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any such Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority pursuant thereto, in Sections 5.3.2 each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions prior to the Outside Date. Neither the Company nor its Subsidiaries shall, without the express written consent of Parent, take or agree to take any action relating to any objections asserted by any Governmental Authority with respect to the Transactions under any Antitrust Laws with respect to its business or operations. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and 5.3.4 below. Subject 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, and (ii) subject to applicable Laws relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parentreasonably practicable, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the parties hereto with respect to information relating to Parent, HoldCo or the Companyother parties hereto and their respective Subsidiaries, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material materials submitted to, any third party Person or any Governmental Authority in connection with the Transactions. To the extent reasonably practicable, all relevant telephone calls and meetings with a Governmental Authority regarding the Transactions shall include representatives of Parent and the Company, and each party hereto must inform the other of any material communications with a Governmental Authority relating to any Antitrust Laws. Except as otherwise restricted by this Section 5.03(d), Parent and the Company shall have the right to review in advance all written materials submitted or oral communications made to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that materials required to be provided pursuant to this Section 5.3.15.03(d) may be redacted (A) to remove references concerning the valuation of the Company, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided, further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”. Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, Parent shall following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith direct and control all aspects of each party hereto’s efforts to gain regulatory clearance either before any Governmental Authority or in any action brought to enjoin the Transactions pursuant to any Antitrust Laws, including the right to “pull and refile” any filing under the HSR Act (upon good faith consultation with the Company). Without limiting the foregoing, each party shall provide to the other (or the others’ Representatives), upon request, copies of all material correspondence between such party and any antitrust authority relating to such filings. 5.3.2 Each (e) Notwithstanding anything to the contrary set forth in this Agreement, and in furtherance and not in limitation of the parties agrees to use reasonable best efforts to takeforegoing, or cause to be taken, all actionsParent shall, and to doshall cause each of its Subsidiaries to, or cause to be done, take any and to assist and cooperate with the other parties in doing, all things steps necessary, proper or advisable to consummate and make effective(x) resolve, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreementavoid, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authoritieseliminate impediments or objections, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to that may be made the filings required of such party or any of its Subsidiaries under the HSR Act asserted with respect to the transactions contemplated by this Agreement and under any Antitrust Law or (iiy) cooperate with avoid the other party in connection with any such filingentry of, effect the dissolution of, and in connection with resolving have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any investigation decree, decision, determination, order or other inquiry of any such agency judgment entered or other Governmental Authority under the HSR Actissued, the ▇▇▇▇▇▇▇ Actor that becomes reasonably foreseeable to be entered or issued, as amendedthat would, the ▇▇▇▇▇▇▇ Actor would reasonably be expected to, as amendedprevent, the Federal Trade Commission Actrestrain, as amendedenjoin, and any other federal or state statutesprohibit, rules, regulations, orders or decrees that are designed to prohibitmake unlawful, restrict or regulate actions having delay the purpose consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions expeditiously (but in no event later than the Outside Date), including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or effect of monopolization otherwise, the sale, lease, divesture, disposition, or restraint of trade with respect to any license (or holding separate pending such filing or any such transaction. Each party shall promptly inform the other party disposition) of any communication withassets, and any proposed understandingoperations, undertakingrights, product lines, licenses, properties, products, rights, services or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate. 5.3.4 Each businesses of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divestSubsidiaries, or cause or permit the Company or its Subsidiaries or Affiliates any interest therein, (B) otherwise taking or committing or agreeing to divestrestrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ or the Company’s or its Subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any of their respective businessesassets, operations, rights, product lines lines, licenses, properties, products, rights, services or businesses of Parent or its Subsidiaries or the Company or its Subsidiaries or any interest or interests therein, (C) otherwise agreeing to any other structural or conduct remedy with respect to Parent or its Subsidiaries or the Company or its Subsidiaries 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 Parent or its Subsidiaries or the Company or its Subsidiaries or any interest or interests therein and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto or to accept any operational restrictionsuch restrictions or actions (such actions above individually or collectively, a “Regulatory Remedy”); provided that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.03(e) or take any other action that provision of this Agreement shall require any of Buyer or any of its affiliates to agree or otherwise be required to agree, commit or effect any Regulatory Remedy, that, individually or in the aggregate, would reasonably be expected to limit result in a material adverse effect on the right of Parent to own or operate any portion of the combined businesses of Parent, the Company and their Subsidiaries, taken as a whole). (f) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of their Parent, Merger Sub and the Company shall, and Parent shall cause each of its Subsidiaries to, cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or Affiliatesproceeding 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, and (ii) none of Parent, HoldCo or Parent and Merger Sub must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be required to waive agree to any term or take any action in connection with its obligations under this Section 5.03(f) that is not conditioned upon consummation of the Merger. (g) Neither Parent nor Merger Sub nor any of the Offer Conditions Parent’s Subsidiaries shall, and (iii) Parent shall notcause each of its Subsidiaries not to, and shall cause its Affiliates take any action, including acquiring or agreeing to notacquire, prior to the expiration including by merging with or into or consolidating with, or by purchasing a portion of the HSR waiting period with respect assets of or equity in, or by any other manner, any business or any Person, corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, properties or equity interests, if the Transactions, execute and deliver entering into of a definitive agreement in respect relating to, or the consummation of any transaction that would be reportable under the HSR Act and that would such acquisition, merger or consolidation or such other action could reasonably be expected to to: (i) impose any material delay in the obtaining of, or materially increase the risk that of not obtaining, any consents of any Governmental Authority necessary to consummate the Transactions fail transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Authority seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) materially increase the risk of not being able to occur prior remove any such order on appeal or otherwise. (h) Parent will be solely responsible for and pay all filing fees payable to the Outside DateGovernmental Authorities under any Antitrust Law.

Efforts. 5.3.1 (a) Subject to the terms and conditions of set forth in this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or to cause to be taken, all actions, and doto file, or cause to be done, and assist and cooperate with the other parties hereto in doingfiled, all things 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 and 5.3.4 below. Subject to applicable Laws relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate (as defined in Section 251(h) of the DGCL) and make effective, in as promptly as practicable, the most expeditious manner practicable the Offer and Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents consents, clearances, approvals, and approvals expirations or terminations of waiting periods, including the Company Approvals and Parent Approvals, from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with 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, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing 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 (as defined in Section 251(h) of the Company’s Indebtedness as DGCL) of the Offer or the Merger and the other transactions contemplated by Section 5.12 hereof at the Effective Time, hereby and (ivv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byhereby. In furtherance of the foregoing, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company may, but in no event shall (i) promptly make or cause to be made the filings required of such party 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 (as defined in Section 251(h) of the DGCL) of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and 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 the tenth (10th) 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 other actions and do, or cause to be done, all other things reasonably 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 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 consummation (iias defined in Section 251(h) cooperate of the DGCL) of the Offer, the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Authority with respect to such Merger or transactions. The Company and 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 connection advance and, to the extent not prohibited by such 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 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 its respective reasonable best efforts to contest and resist any such filingaction 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 (as defined in Section 251(h) of the DGCL) 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 resolving any investigation or other inquiry the Offer, the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of any such agency or other Governmental Authority under the HSR Act1890, the ▇▇▇▇▇▇▇ Act, as amendedAntitrust Act of 1914, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, Act of 1914 and any all other federal or state statutes, rules, regulations, orders or decrees Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, lessening competition through merger or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authority, the opportunity to attend and participate. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliatesacquisition, (ii) none any Law governing the direct or indirect ownership or control of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions operations or assets of the Company and its Subsidiaries or (iii) Parent shall not, and shall cause its Affiliates to not, prior to any Law with the expiration purpose of protecting the HSR waiting period with respect to national security or the Transactions, execute and deliver a definitive agreement in respect national economy of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Datenation.

Efforts. 5.3.1 (a) 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 Subsidiaries Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 Section 5.03(c) and 5.3.4 belowSection 5.03(d). (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions 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 actions 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) Each of the parties hereto agrees to use reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as practicable. Subject Notwithstanding anything to the contrary herein, Parent is not obligated to (i) agree to any divestiture or other structural or behavioral remedy required by any Governmental Authority; (ii) litigate in order to avoid the entry of, or to have vacated or terminated any Restraint (whether temporary, preliminary or permanent) related to any Antitrust Laws; or (iii) oppose any injunction or initiate an Action to lift any injunction (if applicable) related to a private cause of action that would prevent the consummation of the Transactions. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned on the Closing. Parent and the Company shall (A) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (B) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a 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, a Governmental Authority relating to the Transactions and of all other regulatory matters incidental thereto. Neither Parent nor the Company shall commit to or agree with any Governmental Authority to delay closing the Transaction under any Antitrust Law without the prior written consent of the other party. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate 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, (ii) keep the other parties hereto informed in all substantive respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Authority and of any substantive 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 relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parentreasonably practicable, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the parties hereto with respect to information relating to Parent, HoldCo or the Companyother parties hereto and their respective Affiliates, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material materials submitted to, any third party Person or any Governmental Authority in connection with the Transactions Transactions, other than “4(c) documents” as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, that term is used in the most expeditious manner practicable rules and regulations under the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective TimeHSR Act, and (iv) to the execution extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and delivery of any additional instruments necessary to consummate the transactions contemplated by, participate in such meetings and to fully carry out the purposes of, this Agreement. 5.3.3 Each of conferences. Parent and the Company shall (i) promptly make or cause have the right to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect review in advance all written materials submitted to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate in any meeting, with any Governmental Authority in respect of any such filingsconnection with the Transactions, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, in each case to the extent permitted such materials or communications are related to any Antitrust Laws; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.03(d) as “Outside Counsel Only”, in which case such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such Governmental Authorityoutside counsel to employees, the opportunity to attend and participate. 5.3.4 Each of Parent and the Company shall use their reasonable best efforts to take such action as may be required to cause the expiration officers or directors of the notice periods under recipient without the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion advance written consent of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Dateparty providing such materials.

Efforts. 5.3.1 (a) 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 Subsidiaries Affiliates to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable necessary to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are exclusively dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. (b) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts to (i) take all actions 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 actions 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) Each of the parties hereto agrees: (1) to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and in any event within ten calendar days following the date of this Agreement and (B) the appropriate filings under the Other Required Antitrust Laws as promptly as reasonably practicable following the date of this Agreement, (2) to make an appropriate response as promptly as reasonably practicable to any request for additional information and documentary material under the HSR Act and any other applicable Antitrust Laws and (3) to use reasonable best efforts to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to enable the parties hereto to consummate the Transactions as promptly as practicable. Subject Without limiting the foregoing, the Company and Parent shall, and shall cause each of their respective Subsidiaries and, in the case of Parent, any Equity Investor Affiliate to, use their reasonable best efforts to secure the expiration or termination of any applicable waiting period under the HSR Act and to secure the expiration or termination of any applicable waiting period and obtain any consent, clearance or approval required under any other applicable Antitrust Laws and resolve any objections asserted with respect to the Transactions under the Federal Trade Commission Act or any other applicable Antitrust 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. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned on the Closing. 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 or any other Antitrust Laws or enter into a timing agreement with any Governmental Authority, or withdraw its initial filing pursuant to the HSR Act or any other Antitrust Law, as the case may be, and refile any of them, without the prior written consent of the other party, such consent not to be unreasonably refused, conditioned or delayed. In furtherance and not in limitation of this Section 5.03(c) and Section 5.03(d), the parties hereto shall defend through litigation any claim asserted in court by any Person, including any Governmental Authority, under any Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Judgment (whether temporary, preliminary or permanent) that could restrain, delay or prevent the Closing. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate 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, (ii) keep the other parties hereto informed in all substantive respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any substantive 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 relating to the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parentreasonably practicable, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the parties hereto with respect to information relating to Parent, HoldCo or the Companyother parties hereto and their respective Affiliates, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material materials submitted to, any third party Person or any Governmental Authority in connection with the Transactions Transactions, other than “4(c) documents” as required pursuant that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other parties hereto the opportunity to attend and participate in such meetings and conferences. Parent and the Company shall have the right to review in advance all written materials submitted to any Governmental Authority in connection with the Transactions, in each case to the extent such materials or communications are related to any Antitrust Laws; provided that any such materials may be redacted (A) to remove references concerning the valuation of, other bidders for, or the assessment of other strategic alternatives available to, the Company, (B) as necessary to comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable privilege or confidentiality concerns; provided further that a party may reasonably designate any competitively sensitive material provided to another party under this Section 5.3.15.03(d) as “Outside Counsel Only”, in which case such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials. 5.3.2 Each of (e) Notwithstanding anything in this Agreement to the parties agrees contrary, the foregoing Section 5.03(c) and (d), and not any other provisions, will solely govern the parties’ required efforts in order to use reasonable best efforts make any required notices or filings, and obtain any consents or approvals, under any Antitrust Laws. (f) Parent shall take (and shall cause its Equity Investor Affiliates (the “Interested Parties”) to take, or cause to be taken, ) any and all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, any and/or all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable ensure that any review of the Merger by CFIUS or DCSA and any CFIUS Approval and/or DCSA Arrangements will not impede, prevent or delay the Closing and in connection therewith avoid any restraint pursuant to Section 6.01(a). In furtherance and not in limitation of the foregoing, Parent shall take (and shall cause Interested Parties to take) the following actions (and the other transactions contemplated by this AgreementCompany shall, including solely to the extent provided below and subject to Section 5.03(i) below, use its commercially reasonable efforts to cooperate with Parent in connection with the following actions) as necessary, proper or advisable to obtain the CFIUS Approval and the DCSA Arrangements: (i) with respect to the obtaining DCSA Arrangements, (A) as promptly as reasonably practical, the Company shall provide an initial notification to DCSA of all the Transactions pursuant to the NISPOM and any other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and applicable U.S. national industrial security regulations; (B) as promptly as practicable following the making submission of all other necessary registrations and filings the initial notification required by clause (including other filings with Governmental Authorities, if anyA), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make provide, or cause to be made provided, the filings required information necessary for DCSA to conduct a review of such party foreign ownership, control or influence pursuant to the NISPOM and any of its Subsidiaries under other applicable U.S. national industrial security regulations; and (C) as promptly as reasonably practical, Parent shall submit to DCSA, and the HSR Act Company shall cooperate in the submission of, a FOCI Mitigation Plan; (ii) with respect to the CFIUS Approval, (A) as promptly as reasonably practical, the Parent and Company shall file, or cause to be filed, with CFIUS a draft of the CFIUS Notice (the “Draft Notice”) as contemplated under 31 C.F.R. 800.401(f), and (B) as promptly as practicable after receiving and incorporating any feedback from CFIUS regarding the Draft Notice, the Parent and Company shall file, or cause to be filed, the CFIUS Notice in accordance with the DPA; (iii) supplying, as promptly as reasonably practicable, any certification, additional information, documents or other materials in respect of such notice or the transactions contemplated by this Agreement that may be requested by CFIUS or DCSA, respectively, in connection with its review process related to the CFIUS Approval and the DCSA Arrangements; and (iiiv) cooperate cooperating with the each other party in connection with any such filing, filing and in connection with resolving any investigation or other inquiry of CFIUS, DCSA or any such agency or other Governmental Authority under related to the HSR Actreview processes for the CFIUS Approval and the DCSA Arrangements, including by (A) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS or DCSA, (B) promptly informing each other of any communication received by Parent or the ▇▇▇▇▇▇▇ ActCompany, as amendedor given by Parent or the Company to, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other federal CFIUS or state statutes, rules, regulations, orders or decrees that are designed DCSA by promptly providing copies to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi), information otherwise requested by CFIUS or DCSA to remain confidential or information reasonably determined by Parent or the Company to be business confidential information and (C) permitting each other to review in advance any written or oral communication withthat Parent or the Company gives to CFIUS or DCSA, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate consult with the Company in advance of any meeting, telephone call or conference with any Governmental Authority in respect of any such filingsCFIUS or DCSA, investigation, or other inquiry without giving the other party notice of the meeting, if legally permissible, and, and to the extent permitted not prohibited by such Governmental AuthorityCFIUS or DCSA, give each other the opportunity to attend and participateparticipate in any telephonic conferences or in-person meetings with CFIUS or DCSA. 5.3.4 Each of (g) Parent and shall not commit to, or agree with CFIUS or DCSA or any other Governmental Authority in connection with the Company shall use their reasonable best efforts to take such action as may be required to cause CFIUS Approval or any DCSA Arrangements to, delay or impede the expiration Transactions without the prior written consent of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect Company. (h) Notwithstanding anything herein to the transactions contemplated hereby as promptly as possible after contrary, Parent shall bear the execution cost of this Agreementany filing fee payable to a Governmental Authority in connection with any filings made in relation to CFIUS or DCSA. 5.3.5 (i) Notwithstanding anything to the contrary in Sections 5.3.2this Agreement, 5.3.3 the failure of the Company to comply with Section 5.03(f) shall not give rise to the failure of a condition precedent set forth in Section 6.02(b) or 5.3.4a right to terminate this Agreement pursuant to Section 7.01(c)(i) unless such failure is the result of a knowing and intentional breach by the Company of any provision of Section 5.03(f). (j) Notwithstanding anything in this Agreement to the contrary, the foregoing Section 5.03(f) through (i) neither Parent nor any of its Subsidiaries shall be required to divest), or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take and not any other action that would reasonably be expected to limit provisions, will solely govern the right of Parent to own or operate any portion of parties’ required efforts in connection with the businesses of Parent, the Company CFIUS Approval or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside DateDCSA Arrangements.

Efforts. 5.3.1 (a) Subject to the terms and conditions of this Agreement, including Section 5.03(e) below, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for hereinin this Agreement) to promptly (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 necessary, proper or advisable under this Agreement and applicable Laws 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 effective as promptly as reasonably practicable, practicable the Transactions, including preparing and filing as promptly and fully as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions Transactions, (iv) in the event of a change in U.S. federal income tax law, provide additional factual representations and information reasonably requested in connection with satisfying the condition in Section 6.02(c), and (ivv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (ivv), other than 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 Antitrust Laws, the DPA, the Communications Act or the Other Regulatory Approvals, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transaction. Each party shall promptly inform the other party lessening of any communication with, competition through merger or acquisition. (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Partnership and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) Each of the parties hereto agrees to (i) 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 15 business days following the date hereof, (ii) submit, or cause to be submitted, a draft joint voluntary notice to CFIUS pursuant to 31 C.F.R. § 800.401(f) with respect to the Transactions as promptly as reasonably practicable following the date of this Agreement and make, or cause to be made, a joint voluntary notice to CFIUS pursuant to the DPA with respect to the Transactions as promptly as reasonably practicable following the resolution of any comments received from CFIUS concerning the draft joint voluntary notice and (iii) make, or cause to be made, appropriate filings with respect to the Other Regulatory Approvals and the Communications Act as promptly as reasonably practicable following the date of this Agreement, and in any event within the time period specified with respect to such filing set forth on Section 5.03(c) of the Partnership Disclosure Letter. Each of the parties hereto agrees to supply as promptly as reasonably practicable (and in any case within the time periods set forth by any Governmental Authority) any additional information and documentary material that may be requested by the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), CFIUS, the FCC or any other Governmental Authority pursuant to Antitrust Laws, the DPA, the Communications Act or in connection with the Other Regulatory Approvals. Subject to Section 5.03(e), each of the parties hereto agrees to use its reasonable best efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain the expiration or termination of any applicable waiting period under the HSR Act, the CFIUS Approval, approval under the Communications Act, the Other Regulatory Approvals and all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Authority, in each case with competent jurisdiction, so as to cause enable the parties hereto to consummate the Transactions as promptly as reasonably practicable (which, for the avoidance of doubt, shall not preclude any party from negotiating or contesting in good faith any terms or conditions consistent with this Section 5.03). Without limiting the foregoing but subject to Section 5.03(e), Parent shall use reasonable best efforts to promptly take all actions necessary to secure the expiration or termination of the notice periods any applicable waiting period under the HSR Act or any state statutesother Antitrust Law, rulesobtain the CFIUS Approval and the Other Regulatory Approvals 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, regulationsin order to prevent the entry of, orders or decrees to have vacated, lifted, reversed or overturned, any Restraint that are designed to would prevent, prohibit, restrict or regulate delay the consummation of the Transactions, as promptly as reasonably practicable, including (i) (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Authority or with any other Person, (B) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Partnership and its Subsidiaries, (C) terminating existing relationships, contractual rights or obligations of the Partnership or any of its Subsidiaries, (D) terminating any joint venture or other arrangement of the Partnership or any of its Subsidiaries, (E) creating any relationship, contractual right or obligation of the Partnership or any of its Subsidiaries, (F) agreeing to any operational restriction, or agreeing to take any action that limits the Partnership’s or any of its Subsidiaries’ freedom of action, with respect to any of the services, businesses or assets of the Partnership or any of its Subsidiaries, or (G) effectuating any other change or restructuring of the Partnership or any of its Subsidiaries, businesses or assets (and, in each case, entering into agreements or stipulating to the entry of any Judgment by, or filing appropriate applications with the FTC, the DOJ, CFIUS or any other Governmental Authority in connection with any of the foregoing and by consenting to such action by the Partnership (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Partnership, be conditioned upon the Closing); and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to prevent the entry of, or to have vacated or terminated, any Restraint that would prevent, prohibit, restrict or delay the consummation of the Transactions. (d) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate 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, (ii) keep the other parties hereto informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the DOJ, CFIUS or any other Governmental Authority 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) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties hereto with respect to information relating to the other parties hereto and their respective Subsidiaries, as the case may be, and consider in good faith all reasonable additions, deletions, or changes suggested in connection therewith, that appear in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, and (iv) to the extent permitted by the FTC, the DOJ, CFIUS or such other applicable Governmental Authority or other Person, give the other parties hereto advance notice of and the opportunity to attend and participate in meetings and teleconferences with any such Governmental Authority or other Person. Parent and the Partnership shall jointly, and on an equal basis, (A) control the strategy for obtaining any approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority in connection with the Transactions and (B) coordinate the overall development of the positions to be taken and the regulatory actions having to be requested in any filing or submission with a Governmental Authority in connection with the purpose Transactions and in connection with any investigation or effect other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the Transactions and of monopolization or restraint all other regulatory matters incidental thereto; provided, however, that if the parties are unable to agree with respect to strategy, positions and regulatory actions for obtaining approval of trade the Pennsylvania Public Utility Commission (other than submitting the initial filing in accordance with Section 5.03(c)), Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain such approval with respect to the transactions contemplated hereby as promptly as possible after matter in dispute. Neither Parent nor the execution Partnership shall commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act, any other Antitrust Laws, the DPA or in connection with any Other Regulatory Approval or enter into a timing agreement with any Governmental Authority, without the prior written consent of this Agreement. 5.3.5 the other party. Notwithstanding anything to the contrary in Sections 5.3.2this Agreement, 5.3.3 or 5.3.4, (i) neither Parent nor the Partnership shall be required to share with the other any personal identifier information or any competitively or commercially sensitive material regarding it or its Affiliates that is part of any filing or submission with a Governmental Authority in connection with the Transactions, including if such information is requested by such a Governmental Authority. Parent and the Partnership may, as each deems advisable in its sole discretion, designate any such personal identifier information or competitively or commercially sensitive material provided to the other or any Governmental Authority under this Section 5.03(d) as “Outside Counsel Only Material”, which such material and the information contained therein shall be given only to the outside antitrust or CFIUS 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 Partnership, as the case may be), or its legal counsel. (e) Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub or any of their respective Affiliates or direct or indirect equityholders shall be required to, and the Partnership or any of its Subsidiaries or other Affiliates shall not be required permitted to divestwithout Parent’s prior written approval (and the “reasonable best efforts” standard set forth in this Section 5.03 shall not in any event be construed to require Parent, Merger Sub or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines Affiliates or assetsdirect or indirect equityholders to, or to accept permit the Partnership or any operational of its Subsidiaries or other Affiliates without Parent’s prior written approval to), take or agree or commit to take any action, or agree or commit to any condition or restriction, necessary to secure the expiration or take termination of any applicable waiting period under the HSR Act or any other Antitrust Law, obtain the CFIUS Approval and the Other Regulatory Approvals, or 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, that (i) would require any action that by, or would impose any condition or restriction on, any of Parent’s Affiliates (other than Merger Sub) or Parent’s direct or indirect equityholders, or (ii) would, individually or in the aggregate, reasonably be expected to limit have a material adverse effect on the right of Parent Partnership and its Subsidiaries, taken as a whole (any such action, condition or restriction referred to own in clause (i) or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent), HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date“Burdensome Condition”).

Efforts. 5.3.1 (a) 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 Subsidiaries to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (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 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 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 third party necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the Transactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions, in the case of each of clauses (i) through (iv), other than 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 Antitrust Laws, which are dealt with in Sections 5.3.2 5.03(c) and 5.3.4 (d) below. Subject to applicable Laws relating to For purposes hereof, “Antitrust Laws” means the exchange of information, Parent, HoldCo and the Company shall have the right to review in advance, and to the extent practicable Parent, HoldCo and the Company will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent, HoldCo or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written material submitted to, any third party or Governmental Authority in connection with the Transactions as required pursuant to this Section 5.3.1. 5.3.2 Each of the parties agrees to use 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 necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the refinancing of the Company’s Indebtedness as contemplated by Section 5.12 hereof at the Effective Time, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. 5.3.3 Each of Parent and the Company shall (i) promptly make or cause to be made the filings required of such party or any of its Subsidiaries under the HSR Act with respect to the transactions contemplated by this Agreement and (ii) cooperate with the other party in connection with any such filing, and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under the HSR ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ HSR Act, as amended, the Federal Trade Commission Act, as amended, all applicable foreign antitrust Laws and any all other federal or state statutes, rules, regulations, orders or decrees applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to any such filing or any such transactionlessening of competition through merger or acquisition. Each party shall promptly inform the other party of any communication with, (b) In furtherance and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall participate not in any meeting, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party notice limitation of the meeting, if legally permissible, and, to the extent permitted by such Governmental Authorityforegoing, the opportunity to attend Company and participate. 5.3.4 Each of Parent and the Company shall each use their its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take all action as necessary to ensure that the Transactions may be required to cause the expiration of the notice periods under the HSR Act or any state statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade with respect to the transactions contemplated hereby consummated as promptly as possible after practicable on the execution terms contemplated by this Agreement and otherwise lawfully minimize the effect of this Agreement. 5.3.5 Notwithstanding anything to the contrary in Sections 5.3.2, 5.3.3 or 5.3.4, (i) neither Parent nor any of its Subsidiaries shall be required to divest, or cause or permit the Company or its Subsidiaries or Affiliates to divest, any of their respective businesses, product lines or assets, or to accept any operational restriction, or take any other action that would reasonably be expected to limit the right of Parent to own or operate any portion of the businesses of Parent, the Company or any of their Subsidiaries or Affiliates, (ii) none of Parent, HoldCo or Merger Sub shall be required to waive any of the Offer Conditions and (iii) Parent shall not, and shall cause its Affiliates to not, prior to the expiration of the HSR waiting period with respect to such Takeover Law on the Transactions, execute and deliver a definitive agreement in respect of any transaction that would be reportable under the HSR Act and that would reasonably be expected to materially increase the risk that the Transactions fail to occur prior to the Outside Date.. 37