Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including, without limitation, the Company Charter Amendment or such alternative amendments to the Charter or alternative changes to market or regulatory structure as expeditiously may be required to consummate and make effective the Merger) as possiblesoon as practicable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsauthorizations and other Permits (including, expirations of waiting periods without limitation, any filings under the HSR Act and authorizations all approvals and consents to be obtained from the SEC) necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, Self-Regulatory Organization (if any) or OPRA (if any) in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.5 shall require, or be construed to require, Parent, to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Subsidiaries or affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its assets or businesses) satisfying or to agree to any material changes or restriction in the conditions market or regulatory structure, of Parent, the Company or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses. Unless otherwise required by fiduciary obligations under applicable Law, the Company’s board of directors shall consider and make such determination with respect to consummating Parent, its Related Persons and the MergerPersons of which Parent and its Related Persons are Related Persons, as required by any Governmental Entity, Self-Regulatory Organization or OPRA (iiiif applicable) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or whose consent is required for the consummation of the Merger, (iv) obtaining (. The Company and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, its board of directors and Parent and its board of directors shall use their respective reasonable best efforts to provide such information to the extent necessary, proper SEC as is required with respect to the consideration by the SEC of the Company Charter Amendment or advisable in connection with such alternative amendments to the Merger and (v) executing and delivering any reasonable additional instruments necessary Charter or alternative changes to market or regulatory structure as may be required to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes of this AgreementMerger.

Filings; Other Actions; Notification. 3.6.1. (a) The Subject to Section 3.3.5 of this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall each cooperate with each the other and use, (i) use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and (ii) use (and in any event, by filing within ten (10shall cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required reasonable best efforts to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebyapprovals, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order party, including the Company Required Consents and Parent Required Consents, necessary, proper or advisable to consummate the Merger or any of and the other transactions contemplated by this Agreement. Parent shall offer to take (and if this offer is accepted, commit to take) all steps which, to the extent consistent with its use of reasonable best efforts, it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Effective Time to occur as promptly as possible and shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall, to the extent consistent with its use of reasonable best efforts, (iix) satisfying propose, negotiate, offer to commit and effect (and if this offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the conditions sale, divestiture or disposition of any assets or businesses or otherwise or (y) offer to consummating take, or offer to commit to take, any action limiting its freedom of action with respect to, any businesses, services, or assets, in each case in order to avoid the Mergerentry of, (iii) defending or to effect the dissolution of, any lawsuits injunction, temporary restraining order or other legal proceedings, whether judicial or administrative, challenging this Agreement or the order that prohibits consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, including, without limitation: (i) the filing of Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, (ii) satisfying if required, any filings with the conditions to consummating European Commission as required by Council Regulation No. 4064/89 of the MergerEuropean Community, as amended (the "EC Merger Regulation") and (iii) defending filings under any lawsuits other comparable pre-merger notification laws of any applicable jurisdiction; provided, however, that nothing in this Section 6.6 shall require, or other legal proceedingsbe construed to require, whether judicial Parent (x) to proffer to, or administrativeagree to, challenging this Agreement sell or hold separate and agree to sell, before or after the consummation Effective Time, any material assets, businesses, or interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) or (y) to agree to any material changes or restrictions in the operations of any such assets or businesses, if, in the case of (x) or (y), such action or agreement would be reasonably likely to have a material adverse effect on the benefits reasonably expected to be derived by Parent and its Subsidiaries (on a combined basis with the Company and its Subsidiaries) as a result of the Mergertransactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Each of the parties hereto shall use (and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and shall use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, the Governance Agreement and any applicable Laws and Orders Law to consummate and make effective the Merger Transactions and the any other transactions transaction contemplated by this Agreement as expeditiously as possibleor the Governance Agreement, including (i) preparing and filing with the SEC the Registration Statement and the Dreyer's Proxy Statement and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Transactions or any of the other transactions transaction contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Governance Agreement (it being understood with respect to (i) and (ii) above and (iii) below that no party shall be obligated to prepare or present (or cause its Affiliates to prepare or present) financial statements or reconciliations other than in accordance with the accounting principles currently followed in preparing or presenting such financial statements); (iii) providing all such information concerning such party, its Subsidiaries and its officers, directors, employees, members, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing; and (iv) avoiding the issuance or entry of, or have vacated or terminated, any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or delay the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Transactions or any exemption by, any non-governmental third party, in each case, to other transaction contemplated by this Agreement or the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Governance Agreement.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Arrangement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this AgreementAgreement and the Arrangement; provided, (ii) satisfying the conditions however, that nothing in this Section 3.5 shall require, or be construed to consummating the Mergerrequire, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement either Parent or the consummation Company to proffer to, or agree to, sell or hold separate or agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Company or any exemption byof their respective Affiliates (or to consent to any offer, sale, holding or agreement to sell, by the Company or Parent of any non-governmental third partyof its assets or businesses) that accounted in the aggregate for more than $150 million in revenues for the fiscal year ended December 31, 2003 (a “Burdensome Condition”). Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger transactions contemplated by this Agreement and (v) executing the Arrangement. Each of Parent and delivering the Company will respond promptly to any reasonable requests for additional instruments necessary to consummate information by any Governmental Entity in connection with the transactions contemplated hereby by this Agreement and to fully carry out the purposes Arrangement. In exercising the foregoing right, each of this Agreementthe Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, Buyer shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods actions, non-actions, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each party from whom a filing under the HSR Act would be required in order for the transactions contemplated hereby to be consummated lawfully shall, as promptly as practicable (iibut in no event later than five Business Days) satisfying following the conditions date hereof, file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) all materials initially required to consummating be filed under the HSR Act in connection with this transaction. As promptly as practicable following the date hereof, each party shall make all other filings necessary or appropriate under any applicable foreign antitrust or competition Law in connection with the transactions contemplated hereby. To the extent permitted by applicable Law, the parties hereto shall request expedited treatment of any such filings and shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may require in connection with its preparation of any filing or submission under the HSR Act or other antitrust or competition Law. To the extent permitted by applicable Law, the parties hereto shall keep one another promptly apprised of the status of all proceedings before any Governmental Entity relating to this Agreement and the transactions contemplated hereby under any antitrust or competition law, and shall give each other advance notice of, and a meaningful opportunity to review, all communications with, and all inquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Entity relating to such a proceeding, and shall comply promptly with any such reasonable inquiry or request from a Governmental Entity. To the extent permitted by the relevant Governmental Entity, the parties hereto shall permit one another to attend all meetings or conferences between one or more of the parties hereto and one or more Governmental Entity under the HSR Act or other antitrust or competition Law. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or any privilege. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Buyer or the Company to consummate the Offer and the Merger, in no event shall Buyer or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action, in each of the foregoing cases, (iiii) defending any lawsuits the effectiveness or other legal proceedings, whether judicial or administrative, challenging this Agreement or consummation of which is not conditional on the consummation of the Merger, (iv) obtaining (Offer and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and or (vii) executing and delivering any reasonable additional instruments necessary that would be reasonably likely to consummate (A) materially adversely impact the benefits expected to be derived by Buyer as a result of the transactions contemplated hereby and to fully carry out the purposes of by this Agreement, or (B) impose material limitations on Buyer’s ownership or operation (or that of any of Buyer’s Subsidiaries or Affiliates), including Buyer’s exercise of rights of full ownership of the Company shares purchased by Merger Sub in the Offer on all shareholder matters.

Filings; Other Actions; Notification. (a) The Each of Parent and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger, the Bank Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing commercially reasonable efforts to prepare and filing file, or in the case of Parent cause to be filed, all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all permits, consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party parties and/or any Governmental Entity Authorities in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby, it being understood that, unless Parent shall otherwise determine in its sole discretion, the initial application for consent, approval or authorization to the Merger, the Bank Merger or, if Parent elects, any merger of the Company with and into Parent or any of the other transactions contemplated hereby with the Federal Reserve Board and the CDBO shall be filed on the basis of financial information for the quarter ended March 31, 2014 and any such application shall be filed as soon as reasonably practicable after May 15, 2014. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Authority; provided that each of Parent and the Company shall have the right to review in advance, and to the extent practicable, each shall consult with the other on, all written information submitted to any third party and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, (ii) satisfying other than any confidential information. In exercising the conditions foregoing right, each of such parties agrees to consummating act reasonably and as promptly as reasonably practicable. Parent and the Merger, (iii) defending any lawsuits or Company agree that each shall consult with the other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating party with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, respect to the extent necessaryobtaining of all permits, proper consents, approvals and authorizations of all third parties and/or Governmental Authorities necessary or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement, and each party shall keep the other party reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby (including reasonably promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a Material Adverse Effect with respect to Parent, Surviving Corporation or the Surviving Bank or (ii) require the sale, divestiture, lease, license, transfer, disposition of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber by Parent or the Company or any of its respective Subsidiaries or the Surviving Corporation of any material portion of their respective assets (with respect to (i) or (ii), a “Materially Burdensome Regulatory Condition”).

Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case consummation of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any lawsuits or other legal proceedingsrequired submissions, whether judicial or administrative, challenging with respect to this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the consummation of the MergerHSR Act and any related governmental request thereunder, and (C) any other applicable Law, and (iv) obtaining (and cooperating with each other in obtaining) execute or deliver any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by, and to fully carry out the purposes of of, this Agreement.. The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any of its respective Subsidiaries with respect to the transactions contemplated hereby,

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 5.2 and 6.35.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts (other than clause (iv) below) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsConsents, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity pursuant to the HSR Act in order to consummate the Merger or any of the other transactions contemplated by this AgreementAgreement (such Consents, the “Principal Antitrust Consent”), (ii) satisfying the conditions to consummating the Merger, (iii) subject to Section 5.17, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining using commercially reasonable efforts to obtain (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger (provided that for the purposes of this Agreement, any failure to obtain such approval shall not be a breach of this Agreement) and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. For the avoidance of doubt, Parent shall pay the HSR filing fee owed by Parent. Each of Parent and Company shall coordinate and cooperate with one another and shall use all reasonable best efforts, in each case to (1) identify which of its respective stockholders are likely to hold shares or acquire valued in excess of the $84,400,000 (as adjusted) threshold established pursuant to Section 7A(a)(2)(B) of the Xxxxxxx Act, 15. U.S.C. § 18a, as amended by the HSR Act (each such stockholder, a “Potential Backside Filer”), (2) notify in writing each Potential Backside Filer of its potential requirements under the HSR Act to file with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) a Notification and Report Form relating to its acquisition of shares of Parent Class A Common Stock as a result of the transactions contemplated by this Agreement (an “Investor Antitrust Filing”) as soon as reasonably practicable following the execution of this Agreement, and in no event later than thirty (30) Business Days thereafter, (3) notify each Potential Backside Filer as soon as reasonably practicable upon learning from the FTC or DOJ that a Principal Antitrust Consent is forthcoming, and in no event later than one (1) Business Day after receipt of such Principal Antitrust Consent (the “Second Investor Antitrust Notice”), and (4) if required under the HSR Act, file with the FTC and the DOJ Notification and Report Forms related to the Investor Antitrust Filings, no later than the same date as the respective Investor Antitrust Filing.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports reports, applications and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.6 shall require, or be construed to require, Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell, divest, discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or businesses) or (ii) satisfying agree to any conditions relating to, or changes or restrictions in, the conditions operations of any such assets or businesses which, in the case of either clause (i) or (ii), is reasonably likely, individually or in the aggregate, to consummating materially and adversely impact the Mergeraggregate economic or business benefits, (iii) defending any lawsuits taken as a whole, to Parent or other legal proceedingsthe Company, whether judicial or administrativeas applicable, challenging of the transactions contemplated by this Agreement (any such requirement specified in clause (i) or (ii), a "Burdensome Condition"). Subject to applicable Laws relating to the consummation exchange of information, Parent and the MergerCompany shall have the right to review in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other with respect to all the information relating to Parent or the Company, proper as the case may be, and any of their respective Subsidiaries, that appear in any material filing made with, or advisable written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten no later than five (105) Business Days business days after the date of this Agreement the notifications, filings notification and other information required to be filed form under the HSR Act and as promptly as practicable in the case of all any other notifications or filings required under by any Foreign Competition Laws with respect other applicable foreign antitrust or competition laws required to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) be filed to consummate any of the Company Disclosure LetterTransactions) and to obtain as expeditiously promptly as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; and provided, further, that nothing in this Section 6.5 (a) shall require, or be construed to require, (i) Parent or the Company to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the foregoing, in each case that would take effect prior to the Effective Time, or (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Parent or the consummation Company to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or the Company or their respective Subsidiaries, or to cause their respective Subsidiaries to do or agree to do any of the Mergerforegoing, if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on Parent and its Subsidiaries following the Effective Time (iv) obtaining (and cooperating with each other in obtaining) any consentit being understood that, approval offor this purpose, waiver or any exemption by, any non-governmental third party, in each case, materiality shall be considered by reference to the extent necessaryresults of operations, proper or advisable in connection with financial condition, cash flow, assets, liabilities, business and prospects of the Merger Company and (v) executing its Subsidiaries, taken as a whole, rather than that of Parent and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementits Subsidiaries, taken as a whole).

Filings; Other Actions; Notification. (a) The Each of Purchaser, Seller and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Consents necessary or advisable to be obtained from any Governmental Entity or any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Subject to (i) applicable Laws relating to the exchange of information and the direction of any Governmental Entity and (ii) matters not related to the business of the Company that Purchaser or Seller reasonably determines should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and Seller and the Company, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all of the information relating to Purchaser or Seller and the Company, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any Governmental Entity or any third party in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Seller, the Company and Purchaser shall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall cause all necessary initial filings with all Governmental Entities in connection with the HSR Act and the rules of the other NASD, the OTS Approval, a filing with the OCC (if required) and the Pacific Stock Exchange to be made as promptly as practicable on or after the date of this Agreement, and in the case of the initial filing in connection the HSR Act, but in any event no later than fifteen (15) days after the date of this Agreement. Each of Purchaser, Seller and the Company will respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying the conditions including without limitation promptly filing a response to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable a “second request” from an applicable Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate its review of the transactions contemplated hereby and by this Agreement pursuant to fully carry out the purposes of this AgreementHSR Act.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 5.2 and 6.35.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permitsConsents, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. For the avoidance of doubt, Parent shall pay the HSR filing fee owed by Parent and any foreign filing fee owed by the Company or Parent.

Filings; Other Actions; Notification. (a) The Company Each of Buyer and Parent shall, subject to Sections 6.2 and 6.3, each Seller (insofar as he is able) shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use reasonable best efforts endeavours to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Consents and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or Transactions. Subject to (i) applicable Laws relating to the exchange of information and the direction of any of the other transactions contemplated by this Agreement, Governmental Authority and (ii) satisfying matters that Sellers or Buyer reasonably determines should not be disclosed to the conditions other due to consummating confidentiality concerns, Buyer, on the Mergerone hand, (iii) defending any lawsuits or and Sellers, on the other legal proceedingshand, whether judicial or administrativeshall have the right to review in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Buyer or advisable Sellers and their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger Transactions. In exercising the foregoing right, each of the Sellers and (v) executing Buyer shall act reasonably and delivering any as promptly as practicable. Without limiting the foregoing, the Buyer and each Seller shall, insofar as he is able, use its or his reasonable additional instruments endeavors to cause all necessary or advisable filings with all Governmental Authorities in connection with UK competition laws to consummate be made as promptly as practicable on or after the transactions contemplated hereby and to fully carry out the purposes date of this Agreement. Each of Buyer and each Seller (on his own behalf) will respond promptly under the circumstances to any requests for additional information by any Governmental Authority in connection with the Transactions, including promptly filing a response to any request for additional information and/or documentary materials from any applicable Governmental Authority in connection with its review of the Transactions pursuant to UK competition laws. Notwithstanding that the Transactions may complete prior to any applicable Governmental Authority commencing and/or concluding a review of the Transactions pursuant to UK competition laws, the Sellers will at all times, insofar as they are able, provide the assistance described in this Section 4.2(a) until the conclusion of any such review.

Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notificationsconsummation of the transactions contemplated hereby, filings (iii) as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any other information required submissions, with respect to be filed this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the HSR Act and as promptly as practicable any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the case views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other filings required under apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any Foreign Competition Laws of its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 7.6(a) shall modify or affect their respective rights and responsibilities under Section 7.6(b). In connection with the foregoing, each party shall (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Authority, and subject to applicable Laws, provide the other party with a copy of any such written communication (or an oral or written summary of any oral communication), and (ii) satisfying not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry concerning the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or unless, where practicable, it consults with the consummation of the Mergerother party in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypermitted by such Governmental Authority and where practicable, proper or advisable in connection with gives the Merger other party the opportunity to attend and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementparticipate thereat.

Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by this Agreement as expeditiously as possiblethe Company or Parent or any of their Subsidiaries, including (i) preparing or otherwise reasonably requested by Parent, in connection with the authorization, execution and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date delivery of this Agreement and the notificationsconsummation of the transactions contemplated hereby, filings (iii) as promptly as practicable, make all necessary filings, and thereafter make any other information required submissions, with respect to be filed this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) the HSR Act and as promptly as practicable any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the case views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) keeping the other filings required under apprised of the status of matters relating to the completion of the transactions contemplated hereby, (ii) providing copies of written notices or other communications received by such party or any Foreign Competition Laws of its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, (iiParent and the Company agree that nothing contained in this Section 7.6(a) satisfying the conditions shall modify or affect their respective rights and responsibilities under Section 7.6(b). The Company shall not permit any of its officers or any other representatives or agents to consummating the Mergerparticipate in any meeting or proceeding with any Governmental Entity in respect of any filings, (iii) defending any lawsuits investigation or other legal proceedings, whether judicial or administrative, challenging inquiry in connection with the transactions contemplated by this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating unless it consults with each other Parent in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each caseadvance and, to the extent necessarypermitted by such Governmental Entity, proper gives Parent and its outside counsel the opportunity to attend and participate at such meeting or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementproceeding.

Filings; Other Actions; Notification. (a) The Subject to the terms hereof, including, without limitation, Section 7.2 and Section 7.6(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger transactions contemplated hereby as promptly as practicable, (ii) as promptly as reasonably practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries, or otherwise reasonably requested by Parent, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated by hereby, (iii) as promptly as reasonably practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement as expeditiously as possibleand the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, including (B) the HSR Act, any similar foreign filings and any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations, or orders, including, without limitation, (i) preparing and filing all documentation keeping the other apprised of the status of matters relating to effect all necessary noticesthe completion of the transactions contemplated hereby, reports and (ii) providing copies of written notices or other filings (and in communications received by such party or any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsinformation, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including, without limitation, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its reasonable best efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, (iiParent and the Company agree that nothing contained in this Section 7.6(a) satisfying the conditions shall modify or affect their respective rights and responsibilities under Section 7.6(b). Neither party shall permit any of its officers or any other representatives or agents to consummating the Mergerparticipate in any meeting or proceeding with any Governmental Entity in respect of any filings, (iii) defending any lawsuits investigation or other legal proceedings, whether judicial or administrative, challenging inquiry in connection with the transactions contemplated by this Agreement or unless it consults with the consummation of the Merger, (iv) obtaining (and cooperating with each other party in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each caseadvance and, to the extent necessarypermitted by such Governmental Entity, proper gives the other party and its outside counsel the opportunity to attend and participate at such meeting or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementproceeding.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries and Affiliates to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect the obtaining of all necessary noticesactions or nonactions, reports consents and approvals from Governmental Authorities, or other Persons necessary in connection with the consummation of the Transactions and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other filings required under any Foreign Competition Laws Persons necessary in connection with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) consummation of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this AgreementTransactions, (ii) satisfying the conditions to consummating the Merger, (iii) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, (iviii) obtaining (the execution and cooperating with each other in obtaining) delivery of any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby Merger and other Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, and (iv) the execution by Parent of an undertaking in customary form in favor of the OCS to comply with the applicable Law.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject Subject to Sections 6.2 4.11(b) and 6.34.11(c), DT and MetroPCS shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transaction as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days promptly after the date of this Agreement hereof on a date agreed by the notifications, filings parties the notification and other information required to be filed form under the HSR Act and all applications and necessary and appropriate filings and any necessary and appropriate amendments thereto required to be filed with the FCC (including any petition for declaratory ruling regarding foreign ownership and any applications and filings pertaining to the transfer of the TMUS FCC Licenses pursuant to the Transaction that could be considered pro forma by the FCC), any PUCs or similar state or foreign regulatory bodies; provided, however, that the failure to file within such applicable periods will not constitute a breach of this Agreement); (ii) subject to the foregoing, obtaining as promptly as reasonably practicable all Governmental Consents; (iii) furnishing all information required or reasonably requested for any application or other filing to be made pursuant to any applicable Laws in connection with the Transaction; (iv) keeping the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case of all other filings required under any Foreign Competition Laws with respect relating to the transactions contemplated herebyTransaction; (v) (A) negotiating, which are set forth Section 7.1(b)(ii) proposing and/or agreeing to the sale, divestiture, license, disposition or hold separate of the Company Disclosure Letter) any asset and other actions, restrictions, limitations or conditions required to obtain as expeditiously as possible all any consents, registrations, approvals, permits, expirations of waiting periods and permits or authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of the other transactions contemplated by this AgreementTransaction, (iiB) satisfying conducting or agreeing to conduct its business post-Closing in any manner as necessary to obtain any consents, registrations, approvals, permits or authorizations in connection with the conditions Transaction or (C) agreeing to consummating any order, action or regulatory condition of any regulatory body, whether in an approval proceeding or another regulatory proceeding; and (vi) defending against the Mergerentry of any decree, (iii) order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransaction. Without limiting the fore- going, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, prior to the extent necessaryClosing, proper DT and MetroPCS shall not, and DT shall cause Global and its Subsidiaries not to, and MetroPCS shall cause its Subsidiaries not to, knowingly take any action, or advisable in connection knowingly fail to take any action, that would reasonably be likely to materially delay or interfere with the Merger and (v) executing and delivering any reasonable additional instruments necessary parties' ability to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementTransaction.

Filings; Other Actions; Notification. (a) The Company 3.5.1. BP Amoco and Parent shall, subject to Sections 6.2 and 6.3, ARCO shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) use (and in any event, by filing within ten (10shall use best reasonable efforts to cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required all their respective best reasonable efforts to be filed under the HSR Act and obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than BP Amoco Required Consents and ARCO Required Consents) necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement, and (iii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) their respective best reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the BP Amoco Required Consents or ARCO Required Consents, as the case may be; it being understood that, for purposes of this Section 3.5, the Parties agree that "best reasonable efforts" shall require (without limitation of any other meaning of such words) each Party to accept or agree to, at such time as may be required to cause the condition set forth in Section 4.1.2 to be fulfilled prior to the Termination Date, as it may be extended pursuant to Section 5.2, any conditions, terms or restrictions in connection with any such BP Amoco Required Consent or ARCO Required Consent, as the case may be, unless all such conditions, terms and restrictions, in the case of all other filings required under any Foreign Competition Laws aggregate, would be reasonably likely to have a Material Adverse Effect on BP Amoco or ARCO after the Effective Time (it being understood that, for this purpose materiality shall be considered solely with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) total value of the Company Disclosure Letter) U.S. operations of BP Amoco, ARCO and their Subsidiaries, taken together). Subject to applicable Laws relating to the exchange of information, BP Amoco and ARCO shall have the right to review in advance, and to obtain the extent practicable each will consult the other on, all the information relating to ARCO and its Subsidiaries or BP Amoco and its Subsidiaries, as expeditiously as possible all consentsthe case may be, registrationsthat appears in any filing made with, approvalsor written materials submitted to, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement, (ii) satisfying Agreement and the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.Stock Option

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all reasonable best efforts to, and propose to the Fund Clients that they, take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports reports, applications and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, and including (i) contesting any legal proceeding challenging the Merger; and (ii) satisfying the conditions to consummating the Merger, (iii) defending execution of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby hereby. Subject to Applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully the extent practicable each will consult the other with respect to all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action. Parent shall take all such action as may be necessary so that holders of the Warrants shall be lawfully and adequately provided for in accordance with the provisions of any agreement or instrument relating to the Warrants.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.35.2, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders Judgments to consummate and make effective the Offer and the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten five (105) Business Days after the date of this Agreement Agreement) the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consentsConsents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and/or the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Consent or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger Offer and the Merger, (v) satisfying the conditions and obligations with respect to any Indebtedness of the Company to the extent necessary to consummate the Merger, (vi) submitting any filings or notifications to the U.S. Department of State’s Directorate of Defense Trade Controls required under Section 122.4 of the ITAR, and (vvii) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. For the avoidance of doubt, Parent shall be responsible for the payment of all filing fees payable to any Governmental Entity in connection with clauses (i) and (vi).

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Each of the parties hereto shall use (and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and shall use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement Agreement, the Ancillary Agreements and any applicable Laws and Orders Law to consummate and make effective the Merger Merger, the Subsidiary Purchases and the any other transactions transaction contemplated by this Agreement as expeditiously as possibleor the Ancillary Agreements, including (i) preparing and filing with the SEC the General Xxxxx Proxy Statement and with the U.K. Listing Authority the Diageo Circular and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the other transactions contemplated by this Agreementforegoing; (iv) avoid the issuance or entry of, (ii) satisfying the conditions to consummating the Mergeror have vacated or terminated, (iii) defending any lawsuits decree, order, injunction, judgment, decision or other legal proceedingsdetermination that would, whether judicial in whole or administrativein part, challenging this Agreement restrain, prevent or delay the consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; (ivv) obtaining commit to divest and, if divestiture is required prior to consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, divest such plants, assets or businesses of the Business Entities and/or of General Xxxxx (and cooperating with each including entering into customary ancillary agreements on commercially reasonable terms relating to any such divestiture of such plants, assets or businesses) as may be required in order to (x) avoid the issuance or entry of any decree, order, injunction, judgment, decision or determination or the initiation of any lawsuit, action or proceeding by any Governmental Authority seeking to, in whole or in part, enjoin, prevent or delay the consummation of the Merger, the Subsidiary Purchases or any other in obtainingtransaction contemplated by this Agreement or the Ancillary Agreements, or (y) any consent, approval effect the dissolution or termination of, waiver any injunction, temporary restraining order, or other decree, order, judgment, decision or determination in any suit, action, inquiry, investigation or proceeding, that would otherwise have the effect of preventing or delaying, in whole or in part, the consummation of the Merger, the Subsidiary Purchases or any exemption byother transaction contemplated by this A-29 <PAGE> Agreement or the Ancillary Agreements; PROVIDED, HOWEVER, that General Xxxxx shall not be required to offer, take or agree to any actions in connection with, or agree to, any non-governmental third partyhold separate order, sale, divestiture or disposition of plants, assets or businesses that accounted in each casethe aggregate for more than $650 million in revenues for the fiscal year ended June 30, 1999; and PROVIDED FURTHER that neither Pillsbury nor Diageo shall, nor shall they cause any of their Subsidiaries to, divest or dispose of any plants, assets or businesses pursuant to the obligations of this Section 5.2 without the prior consent of General Xxxxx, which consent shall not be withheld unreasonably so long as the proposed divestiture or disposition is within the parameters contemplated by the immediately preceding proviso. (b) Subject to applicable Laws relating to the exchange of information, the parties hereto shall have the right to review in advance, and to the extent practicable to consult the other parties on, all the information relating to the Business Entities or General Xxxxx, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other Person in connection with the Merger, the Subsidiary Purchases and any other transaction contemplated by this Agreement or the Ancillary Agreements. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as is practicable. (c) The parties hereto shall keep the other parties reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by such parties or any of their respective Subsidiaries from any third party and/or any Governmental Authority with respect to the transactions contemplated by this Agreement. (d) General Xxxxx and Diageo shall cooperate in obtaining the opinion of Diageo's tax counsel to satisfy the condition set forth in Section 8.3(d). (e) Without limiting the generality of the undertakings provided in this Section 5.2, the parties hereto agree to take or cause to be taken the following actions: (i) the prompt provision to any and all federal, state, local or foreign Governmental Authority with jurisdiction over enforcement of any applicable antitrust laws ("GOVERNMENTAL ANTITRUST AUTHORITY") of information and documents requested by any Governmental Antitrust Authority or necessary, proper or advisable in connection to permit consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; (ii) subject to the provisos of Section 5.2(a), the proffer by the parties, or any of them, of their willingness to sell or otherwise dispose of, or to hold separate and agree to sell or otherwise dispose of, such plants, assets, categories of assets or businesses of the Business Entities and/or General Xxxxx or their respective Subsidiaries (and to enter into agreements with the Merger relevant Governmental Antitrust Authority giving effect thereto) if such action should be reasonably necessary or advisable to avoid the initiation of any action or proceeding, or the entry or issuance of any decree, order, injunction, judgment, decision, determination or other action, by any Governmental Antitrust Authority to delay, restrain, enjoin or otherwise prohibit, in whole or in part, consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; and (viii) executing subject to the provisos of Section 5.2(a), use reasonable best efforts to take promptly, in the event that any permanent or preliminary injunction or other decree, order, judgment, decision or determination is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any lawsuit, investigation, inquiry, action or proceeding that would make consummation, in whole or in part, of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements unlawful or that would prevent or delay, in whole or in part, consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, any and delivering all steps (including the taking of any reasonable additional instruments appeal, the posting of any bond or the taking of the steps contemplated by clause (ii) of this paragraph) necessary to consummate vacate, modify or suspend such injunction, decree, order, judgment, A-30 <PAGE> decision or determination so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement and the transactions contemplated hereby and to fully carry out Ancillary Agreements; PROVIDED, HOWEVER, that the purposes obligations of this AgreementSection 5.2 may be modified or amended by written agreement signed by the respective duly authorized representatives of the parties hereto. The parties agree that none of the steps or actions required to be taken pursuant to this Section 5.2 shall be considered a Pillsbury Material Adverse Effect or General Xxxxx Material Adverse Effect. Section 5.3.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports reports, applications and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.6 shall require, or be construed to require, Parent or the Company, in connection with the receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell, divest, discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Parent or the Company, as the case may be, of any of its assets or businesses) or (ii) satisfying agree to any conditions relating to, or changes or restriction in, the conditions operations of any such asset or businesses which, in the case of either clause (i) or (ii), is reasonably likely, individually or in the aggregate, to consummating materially and adversely impact the Mergeraggregate economic or business benefits, (iii) defending any lawsuits taken as a whole, to Parent or other legal proceedingsthe Company, whether judicial or administrativeas applicable, challenging of the transactions contemplated by this Agreement (any such requirement specified in clause (i) or (ii), a "BURDENSOME Condition"). Subject to applicable Laws relating to the consummation exchange of information, Parent and the MergerCompany shall have the right to review in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other with respect to all the information relating to Parent or the Company, proper as the case may be, and any of their respective Subsidiaries, that appear in any material filing made with, or advisable written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, the Buyer Parties each shall from the date hereof until the Effective Time cooperate with each the other and use, and shall cause use their respective Subsidiaries to use, their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Entity, including filings under the Hxxx-Xxxxx-Xxxxxx Act, in order to consummate the Merger or any of the other transactions contemplated by this Agreement. To the extent reasonably practicable, (ii) satisfying all discussions, telephone calls and meetings with a Governmental Entity regarding the conditions Merger shall include representatives of both Ciena and the Company. Subject to consummating applicable Law, the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (parties will consult and cooperating cooperate with each other in obtainingconnection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the Merger by or on behalf of any party. Ciena and the Company will each first advise and consult with the other regarding any understandings, undertakings, agreements (oral or written) or arguments that the first party proposes to make with or to or enter into with any consentGovernmental Entities having jurisdiction over or rights of review with respect to antitrust Laws, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger, and each of the Buyer Parties and the Company shall use their reasonable best efforts to seek to resolve any objections to the Merger and (v) executing and delivering as may be asserted by a Governmental Entity under applicable Laws. Notwithstanding, the foregoing, nothing herein shall require either of the Buyer Parties, in connection with the receipt of any reasonable additional instruments necessary regulatory approval, to consummate agree to sell or divest any material assets or business or agree to restrict in any material way any business conducted by or proposed to be conducted by either of the transactions contemplated hereby and to fully carry out Buyer Parties in connection with the purposes of this AgreementMerger.

Filings; Other Actions; Notification. (a) The Company Each of Purchaser and Parent shall, subject to Sections 6.2 and 6.3, the Sellers shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings and to obtain as promptly as practicable all Consents and Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to (i) applicable Laws relating to the exchange of information and the direction of any Governmental Entity and (ii) matters that FDS or Purchaser reasonably determines should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and FDS, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or FDS and their respective Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of FDS and Purchaser shall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall use their reasonable best efforts to cause all necessary initial filings with all Governmental Entities in connection with the HSR Act to be made as promptly as practicable on or after the date of this Agreement, and in any event, by filing within ten event no later than seven (107) Business Days after the date of this Agreement Agreement. Each of Purchaser and the notifications, filings and other information required to be filed Sellers will respond promptly under the HSR Act and as promptly as practicable in the case of all other filings required under circumstances to any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or requests for additional information by any Governmental Entity in order to consummate connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions including promptly filing a response to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (a “Request for Additional Information and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable Documentary Materials” from an applicable Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate its review of the transactions contemplated hereby and by this Agreement pursuant to fully carry out the purposes of this AgreementHSR Act.

Filings; Other Actions; Notification. (a) The Company Each of Purchaser and Parent Sellers shall, subject to Sections 6.2 and 6.3Sellers shall cause the Partnership and its Subsidiaries to, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Consents and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable on or after the date of this Agreement, Sellers shall, and shall cause the Partnership to, (i) give any notices required to be given under any Material Contracts, Benefit Plans, Intellectual Property Contracts, and the Denver Lease, (ii) use commercially reasonable efforts to obtain prior to Closing any Consent required under any Material Contracts, Benefit Plans and Intellectual Property Contracts, and the Denver Lease, and (iii) promptly deliver to Purchaser a copy of each such notice delivered and each such Consent received. Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity and matters not related to the Business that Sellers or Purchaser reasonably determine should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and Sellers, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or Sellers and the Partnership, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Sellers and Purchaser shall act reasonably and as promptly as practicable. Without limiting the other foregoing, the parties shall cause all necessary initial filings with all Governmental Entities in connection with the HSR Act to be made as promptly as practicable on or after the date of this Agreement, and in any event no later than ten (10) business days after the date of this Agreement. Each of Purchaser and Sellers will, and Sellers will cause the Partnership to, respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying the conditions including promptly filing a response to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable a “second request” from an applicable Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate its review of the transactions contemplated hereby and by this Agreement pursuant to fully carry out the purposes of this AgreementHSR Act.

Filings; Other Actions; Notification. (a) The Parent and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries and any Persons of which it is a Subsidiary to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously promptly as possiblereasonably practicable (it being understood that nothing contained in this Agreement shall require Parent to obtain any consents, approvals, permits or authorizations prior to the Termination Date), including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 30 days after the date of this Agreement the notificationshereof, filings and other information all applications required to be filed with the FCC and the notification and required form under the HSR Act and Act; provided, however, that the failure to file within such 30 day period will not constitute a breach of this Agreement so long as the filing is made as promptly as reasonably practicable in the case of all other filings required under any Foreign Competition Laws with respect thereafter); (ii) subject to the transactions contemplated herebyforegoing, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain obtaining as expeditiously promptly as possible reasonably practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, ; and (iii) defending any lawsuits or other legal judicial proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval including seeking to avoid the entry of, waiver or to have reversed, terminated or vacated, any stay or other injunctive relief entered by any court or other Governmental Entity. Nothing in this Agreement shall require, or be construed to require, (i) Parent, the Company or any exemption by, of their respective Subsidiaries to take or refrain from taking any non-governmental third partyaction or to agree to any restriction or condition with respect to any of their assets or operations, in each casecase that would take effect prior to the Effective Time or (ii) Parent or its Subsidiaries to take or refrain from taking any action or to agree to any restriction or condition with respect to (A) the operations or assets of Parent or any of its Subsidiaries that are not their mobile wireless voice and data businesses (as offered by AT&T Mobility LLC and its Subsidiaries and affiliates), (B) the operations or assets of Parent’s and its Subsidiaries’ mobile wireless voice and data businesses (as offered by AT&T Mobility LLC and its Subsidiaries and affiliates) that are not de minimis in the aggregate (it being understood that, for this purpose, in determining if restrictions or conditions are de minimis, whether something is de minimis shall be considered by reference to the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole, rather than that of Parent and its Subsidiaries, taken as a whole) or (C) the Company or the Company’s Subsidiaries unless such actions, restrictions and conditions would not, individually or in the aggregate, with respect to the matters described in this clause (C) together with any restrictions or conditions described in clause (B), reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on Parent and its Subsidiaries at or following the Effective Time (it being understood that, for this purpose, materiality shall be considered by reference to the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole, rather than that of Parent and its Subsidiaries, taken as a whole) (a “Regulatory Material Adverse Effect”). For purposes of determining whether a Regulatory Material Adverse Effect would reasonably be expected to occur, (A) both positive and negative effects of any such actions, restrictions and conditions, including any sale, divestiture, licensing, lease or disposition, shall be taken into account and (B) any loss of synergies anticipated from the Merger as a result of such actions, restrictions or conditions, including any sale, divestiture, licensing, lease or disposition, shall not be taken into account. The Company shall not be permitted to agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits or authorizations in connection with the transactions contemplated by this Agreement without the prior written consent of Parent, which, with respect to the Company and its Subsidiaries, shall not be unreasonably (taking into account the other provisions of this Section 6.4(a)) withheld, conditioned or delayed. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent necessarypracticable each will consult the other on, proper all of the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (vincluding the Information Statement). To the extent permitted by Law, each party shall provide the other with copies of all correspondence between it (or its advisors) executing and delivering any reasonable additional instruments necessary Governmental Entity relating to consummate the transactions contemplated hereby by this Agreement and, to the extent reasonably practicable, all telephone calls and to fully carry out meetings with a Governmental Entity regarding the purposes transactions contemplated by this Agreement shall include representatives of this AgreementParent and the Company. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Each of the parties hereto shall use (and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and shall use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement Agreement, the Ancillary Agreements and any applicable Laws and Orders Law to consummate and make effective the Merger Merger, the Subsidiary Purchases and the any other transactions transaction contemplated by this Agreement as expeditiously as possibleor the Ancillary Agreements, including (i) preparing and filing with the SEC the General Mills Proxy Statement and with the U.K. Listing Authority the Diageo Xxxxxlar and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the other transactions contemplated by this Agreementforegoing; (iv) avoid the issuance or entry of, (ii) satisfying the conditions to consummating the Mergeror have vacated or terminated, (iii) defending any lawsuits decree, order, injunction, judgment, decision or other legal proceedingsdetermination that would, whether judicial in whole or administrativein part, challenging this Agreement restrain, prevent or delay the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver the Subsidiary Purchases or any exemption by, any non-governmental third party, in each case, to other transaction contemplated by this Agreement or the extent necessary, proper or advisable in connection with the Merger and Ancillary Agreements; (v) executing commit to divest and, if divestiture is required prior to consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, divest such plants, assets or businesses of the Business Entities and/or of General Mills (including entering into customary ancillary agreements on commxxxxxlly reasonable terms relating to any such divestiture of such plants, assets or businesses) as may be required in order to (x) avoid the issuance or entry of any decree, order, injunction, judgment, decision or determination or the initiation of any lawsuit, action or proceeding by any Governmental Authority seeking to, in whole or in part, enjoin, prevent or delay the consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, or (y) effect the dissolution or termination of, any injunction, temporary restraining order, or other decree, order, judgment, decision or determination in any suit, action, inquiry, investigation or proceeding, that would otherwise have the effect of preventing or delaying, in whole or in part, the consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; provided, however, that General Mills shall not be required to offer, take or agree to any actions in xxxxection with, or agree to, any hold separate order, sale, divestiture or disposition of plants, assets or businesses that accounted in the aggregate for more than $650 million in revenues for the fiscal year ended June 30, 1999; and delivering provided further that neither Pillsbury nor Diageo shall, nor shall they cause any reasonable additional instruments necessary of their Subsidiaries to, divest or dispose of any plants, assets or businesses pursuant to consummate the transactions contemplated hereby and to fully carry out the purposes obligations of this AgreementSection 5.2 without the prior consent of General Mills, which consent shall not be withheld un- reasonably so long as the proposed divestiture or disposition is within the parameters contemplated by the immediately preceding proviso.

Filings; Other Actions; Notification. (a) The Company Company, Parent and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause Merger Sub will use their respective Subsidiaries to use, their respective commercially reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action and do, and do or cause to be done done, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders Law, or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or Orders, including the FCC Approval and State Approvals, required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the other transactions contemplated by this Agreement consummation of the Transactions and (iii) (A) as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing event within ten (10) Business Days after the date of hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the notificationsFCC Approval, filings and other information required to be filed under the HSR Act and (B) as promptly as reasonably practicable, and in any event within seven (7) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the State Approvals, and (C) as promptly as reasonably practicable in after the case of date hereof, make all necessary filings, and thereafter make any other filings required submissions, with respect to this Agreement required under any Foreign Competition Laws with respect other applicable Law. The Company and Parent will furnish to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible each other all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from information required for any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing under the consummation rules and regulations of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable applicable Law in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementTransactions.

Filings; Other Actions; Notification. (a) The Company Each of the Parties shall use (and Parent shallshall cause its respective Subsidiaries, subject to Sections 6.2 officers and 6.3, cooperate with each other and usedirectors, and shall use reasonable best efforts to cause their respective Subsidiaries its Affiliates, attorneys, accountants and Representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actions, and to do or cause to be done all things, necessary, proper or advisable on its part under applicable Law, this Agreement Agreement, the Reorganization Agreements and applicable Laws and Orders the Ancillary Agreements to consummate and make effective the Merger Merger, the Reorganization, the Reorganization Agreements, the Ancillary Agreements and the any other transactions Transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) preparing and filing with the SEC the filings described in Section 5.14 and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger or Merger, the Reorganization, the Reorganization Agreements, the Ancillary Agreements and any of the other transactions Transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, ; (iii) defending providing all such information concerning such Party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any lawsuits of the foregoing; and (iv) avoiding the issuance or other legal proceedingsentry of, whether judicial or administrativehave vacated or terminated, challenging this Agreement any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or delay the consummation of the Merger, (iv) obtaining (the Reorganization, the Reorganization Agreements, the Ancillary Agreements and cooperating with each any other in obtaining) Transactions contemplated by this Agreement; provided, that neither Salix nor the Cosmo Parties shall be required to offer, take or accept any consent, approval of, waiver operational restriction or any exemption byhold separate order, sale, divestiture or disposition of any non-governmental third partyplants, assets or businesses (of such Parties or the Business) and the Cosmo Parties shall not do any of the foregoing, other than in the Ordinary Course of Business, without the consent of Salix (acting in its sole and absolute discretion). For the avoidance of doubt, nothing in this Section 5.2(a) shall require any of the Parties to defend any litigation or regulatory proceeding against the parties challenging the Transaction; however, if Salix chooses, in each caseits sole and absolute discretion, to defend any litigation or regulatory proceeding challenging the extent necessaryTransaction, proper or advisable this Section 5.2(a) shall require the Cosmo Parties to reasonably cooperate and provide reasonable assistance in connection with defending against such litigation; provided that, such cooperation and assistance shall be provided by the Merger and (v) executing and delivering Cosmo Parties at Salix’s expense, so any reasonable additional instruments necessary to consummate out-of-pocket expenses incurred by the transactions contemplated hereby and to fully carry out the purposes Cosmo Parties in defense of this Agreementsuch litigation shall be promptly reimbursed by Salix.

Filings; Other Actions; Notification. (a) The Company 3.5.1. BP Amoco and Parent shall, subject to Sections 6.2 and 6.3, ARCO shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) use (and in any event, by filing within ten (10shall use best reasonable efforts to cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required all their respective best reasonable efforts to be filed under the HSR Act and obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than BP Amoco Required Consents and ARCO Required Consents) necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement, and (iii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) their respective best reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the BP Amoco Required Consents or ARCO Required Consents, as the case may be; it being understood that, for purposes of this Section 3.5, the Parties agree that "best reasonable efforts" shall require (without limitation of any other meaning of such words) each Party to accept or agree to, at such time as may be required to cause the condition set forth in Section 4.1.2 to be fulfilled prior to the Termination Date, as it may be extended pursuant to Section 5.2, any conditions, terms or restrictions in connection with any such BP Amoco Required Consent or ARCO Required Consent, as the case may be, unless all such conditions, terms and restrictions, in the case of all other filings required under any Foreign Competition Laws aggregate, would be reasonably likely to have a Material Adverse Effect on BP Amoco or ARCO after the Effective Time (it being understood that, for this purpose materiality shall be considered solely with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) total value of the Company Disclosure Letter) U.S. operations of BP Amoco, ARCO and their Subsidiaries, taken together). Subject to applicable Laws relating to the exchange of information, BP Amoco and ARCO shall have the right to review in advance, and to obtain the extent practicable each will consult the other on, all the information relating to ARCO and its Subsidiaries or BP Amoco and its Subsidiaries, as expeditiously as possible all consentsthe case may be, registrationsthat appears in any filing made with, approvalsor written materials submitted to, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the Merger, (iv) obtaining (BP Amoco and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger ARCO shall act reasonably and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementas promptly as practicable.

Filings; Other Actions; Notification. (a) If a vote of the Company's stockholders is required by law, the Company shall promptly, following the acceptance for payment of Shares by Parent, pursuant to the Offer, prepare and file with the SEC the Proxy Statement, which shall include the recommendation of the Board of Directors of the Company that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) Upon and subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.3 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any material assets, businesses or any interest in any material assets or 20 26 businesses of Parent, the Company or any of their respective Affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) satisfying or to agree to any material change in or restriction on the conditions operations of any such assets or businesses; provided further, that nothing in this Section 6.3 shall require, or be construed to consummating require, a proffer or agreement that would, in the Mergergood faith judgment of Parent, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or be likely to have a significant adverse effect on the consummation benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement. In exercising the foregoing right, the Company and Parent shall act reasonably and as promptly as practicable. (c) Each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity or other Person (including the NASD) in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. (vd) executing Each of the Company and delivering any reasonable additional instruments necessary Parent shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated hereby hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Offer, the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. Each of the Company and Parent shall give prompt notice to the other of any change that is reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively. 6.4.

Filings; Other Actions; Notification. (a) 3.6.1. The Company and Parent shall, subject to Sections 6.2 and 6.3, shall each cooperate with each the other and use, (i) use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts as promptly as practicable to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and (ii) use (and in any event, by filing within ten (10shall cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required reasonable best efforts to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebyapprovals, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party, including the Company Required Consents and the Parent Required Consents, necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that neither party shall be required by this Section 3.6.1 to take any action, including to accept or agree to any conditions, terms or restrictions or any disposition of assets or businesses, as the case may be, which, individually or in the aggregate, would reasonably be expected to have either a Material Adverse Effect on Parent or a Material Adverse Effect on the Company. The Company shall not accept or agree to any conditions, terms, or restrictions or any disposition of assets or business pursuant to this Section 3.6.1 without the prior written consent of Parent (not to be unreasonably withheld). Subject to applicable Laws relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the Merger, (iv) obtaining (Company and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger Parent shall act reasonably and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementas promptly as practicable.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, the Buyer Parties shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to (i) consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblereasonably practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible reasonably practicable the expiration or termination of any applicable waiting period, and (ii) to obtain all necessary actions, non actions, waivers, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations that may be required, necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, under applicable Law. In furtherance of the foregoing, the Company and Parent agree to file or cause to be filed the initial notification with respect to the Merger required under the HSR Act no later than ten (ii10) satisfying Business Days after the conditions date of this Agreement. Notwithstanding anything to consummating the Mergercontrary in this Agreement, in no event shall the Buyer Parties or any of their Affiliates be obligated in connection with the receipt of any consent, approval, ruling or authorization from any Governmental Entity in connection with this Agreement, to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to make payments (iiiother than customary filing fees) defending or enter into any lawsuits commercial arrangement, or commit, or commit to take, any other legal proceedings, whether judicial action (A) the effectiveness or administrative, challenging this Agreement or consummation of which is not conditional on the consummation of the Merger, or (ivB) obtaining that would reasonably be expected to result in a material and adverse impact on the Company and its Subsidiaries, taken as a whole, or the Buyer Parties and their Subsidiaries (including the Surviving Corporation and cooperating with each other in obtaining) any consentits Subsidiaries following the Effective Time), approval oftaken as a whole, waiver or any exemption by, any non-governmental third party, in each case, to of the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementBuyer Parties’ Affiliates.

Filings; Other Actions; Notification. (a) The Company and the Parent shallshall promptly, subject to Sections 6.2 following the execution of this Agreement, prepare and 6.3file with the SEC, cooperate with each other a combined (i) proxy statement of the Company and usethe Parent and (ii) Registration Statement of the Parent on Form S-4 and any required amendment or supplement thereto (the "Proxy/Registration Statement"), which shall include the recommendation of the Company's Board that shareholders of the Company vote in favor of the approval and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under adoption of this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the written opinion of the Financial Advisor that the consideration to be received by the shareholders of the Company pursuant to the Merger is fair to such shareholders from a financial point of view. The Company and the Parent shall use all reasonable efforts to have the Proxy/Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy/Registration Statement to the shareholders of the Company and the Parent. The Company and the Parent shall also use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing will each pay all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) their respective expenses incident thereto. Each of the Parent and the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of will notify the other transactions contemplated by this Agreement, (ii) satisfying promptly upon the conditions to consummating receipt of any comments from the Merger, (iii) defending any lawsuits SEC or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable its staff in connection with the Merger filing of, or amendments or supplements to, the Proxy/Registration Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy/Registration Statement, the Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Parent and/or the Company such amendment of supplement. Each of the Parent or the Company shall cooperate and provide the other (vand its counsel) executing with a reasonable opportunity to review and delivering comment on any reasonable additional instruments necessary amendment or supplement to consummate the transactions contemplated hereby Proxy/Registration Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of the Parent or the Company will cause the Proxy/Registration Statement to fully carry out be mailed to its respective stockholders at the purposes of this Agreementearliest practicable time after the Registration Statement is declared effective by the SEC.

Filings; Other Actions; Notification. (a) The Subject to the terms of this Agreement, including Section 7.2 and Section 7.5(b), the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with shall each other and use, and shall cause their respective Subsidiaries to use, their respective use commercially reasonable best efforts to (i) take or omit to take, or cause to be taken or omitted, all actions, and do do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other Third Party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or Parent or any of their respective Subsidiaries, or otherwise reasonably requested by Parent, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated by hereby, (iii) as promptly as practicable, and on a mutually agreed date, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Exchange Act and any other applicable federal or state securities Laws, (B) any Antitrust Law (as expeditiously as possibledefined below) and any related governmental request thereunder, and (C) any other applicable Law, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and Parent shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with the obtaining of all such consents, licenses, permits, waivers, approvals, authorizations or orders, including (i) preparing and filing all documentation keeping the other apprised of the status of matters relating to effect all necessary noticesthe completion of the transactions contemplated hereby, reports and (ii) providing copies of written notices or other filings (and in communications received by such party or any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws its respective Subsidiaries with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii(iii) subject to applicable Laws relating to the sharing of information and with the Company Disclosure Letter) and right to obtain as expeditiously as possible all consentswithhold confidential information, registrations, approvals, permits, expirations providing copies of waiting periods and authorizations necessary or advisable any proposed filings to be obtained from made with, or written materials submitted to, any third party Third Party and/or any Governmental Entity in order connection with the transactions contemplated hereby (including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto) and (iv) if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall each use its commercially reasonable efforts to consummate furnish to each other all information required for any application or other filing to be made pursuant to the Merger or rules and regulations of any of applicable Law (including all information required to be included in the other Proxy Statement) in connection with the transactions contemplated by this Agreement. In connection with the foregoing, each party shall (i) promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Laws, provide the other party with a copy of any such written communication (or an oral or written summary of any oral communication), and (ii) satisfying not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or unless, where practicable, it consults with the consummation of the Mergerother party in advance, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypermitted by such Governmental Entity and where practicable, proper gives the other party the opportunity to attend and participate thereat. For the avoidance of doubt, Parent and the Company agree that nothing contained in this Section 7.5(a) modifies or advisable in connection with the Merger affects their respective rights and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementresponsibilities under Section 7.5(b).

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, Parties will use their respective reasonable best efforts to take (i) take, or cause to be taken taken, all actionsappropriate action and do, and do or cause to be done done, all things, things necessary, proper or advisable under this Agreement and applicable Laws and Orders Law, including Antitrust Laws, or otherwise to consummate and make effective the Merger Transactions as promptly as practicable, (ii) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or Orders, including the FCC Approval and State Approvals, required to be obtained by a Party, or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity (including those in connection with the Antitrust Laws), in connection with the authorization, execution and delivery of this Agreement and the other transactions contemplated by this Agreement consummation of the Transactions and (iii) (A) as expeditiously promptly as possiblereasonably practicable, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing event within ten fifteen (1015) Business Days after the date of hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement the notifications, filings and other information required to be filed under the HSR Act and Act, (B) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the FCC Approval, (C) as promptly as reasonably practicable, and in any event within thirty (30) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required in order to obtain the State Approvals, and (D) as promptly as reasonably practicable in after the case of date hereof, make all necessary filings, and thereafter make any other filings required submissions, with respect to this Agreement required under any Foreign Competition Laws with respect other applicable Law. The Company and BCHI will furnish to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible each other all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from information required for any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits application or other legal proceedings, whether judicial or administrative, challenging this Agreement or filing under the consummation rules and regulations of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable applicable Law in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementTransactions.

Filings; Other Actions; Notification. (a) The Company Each of JAVELIN and Parent shall, subject to Sections 6.2 and 6.3, NIVM shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, necessary, proper proper, or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing filing, as promptly as practicable, all documentation to effect all necessary notices, reports reports, and other filings (and in any eventto obtain, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypracticable, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, waivers, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, NIVM and JAVELIN shall have the right to review in advance, and to the extent practicable, each will consult the other on, all the information relating to JAVELIN or NIVM, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of JAVELIN and NIVM shall act reasonably and as promptly as practicable. (b) JAVELIN and NIVM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by NIVM or JAVELIN, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (. JAVELIN and cooperating with NIVM each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, shall give prompt notice to the extent necessaryother of any change that is reasonably likely to result in a JAVELIN Material Adverse Effect or an NIVM Material Adverse Effect, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementrespectively. 5.3.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company shall cooperate with Buyer, and Buyer shall cooperate with the Company, and prior to the Closing each of the Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Buyer shall use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) to satisfy the conditions hereto, and the Ancillary Agreements as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the Ancillary Agreements and satisfy the conditions hereto; provided, however, that (i) other than in connection with satisfying the condition contained in Section 6.3(d) hereof, nothing in this Agreement, including this Section 5.4, shall require, or be construed to require, the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interest therein of the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or Subsidiaries (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) or to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction or condition on, or other impairment of the Company’s, Buyer’s or any of their respective Affiliates’ (or their direct or indirect shareholders’ or such shareholders’ Affiliates) ability to own or operate, of any such assets, licenses, product lines, businesses and interests therein, (ii) satisfying nothing in this Agreement shall require, or be construed to require, the conditions Company, Buyer or any of their respective Affiliates (or direct or indirect shareholders of such Affiliates or such shareholders’ Affiliates) to consummating take any other action under this Section 5.4 if a Governmental Entity authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger, Closing and (iii) defending any lawsuits or other legal proceedingsBuyer shall not be required to use its reasonable best efforts to satisfy the condition contained in Section 6.3(e). Subject to applicable Laws relating to the exchange of information, whether judicial or administrativeBuyer and the Company shall have the right to review in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult with the other on and consider in good faith the views of the other in connection with, proper all of the information relating to Buyer, on the one hand, or advisable the Company on the other hand, and any of their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully carry out the purposes of this AgreementAncillary Agreements.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries and Affiliates to use, their respective commercially reasonable best efforts to (A) take or cause to be taken all actions, and (B) do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously soon as possiblepracticable, including (i) preparing and filing all documentation to effect obtaining all necessary noticesactions, reports consents and approvals from Governmental Authorities (including the Investment Center), or other filings (Persons necessary in connection with the consummation of the Transactions and in any event, by filing within ten (10) Business Days after the date making of this Agreement the notificationsall necessary registrations, filings and taking all reasonable steps as may be necessary to obtain an approval from, or to avoid an Action by, any Governmental Authority or other information required to be filed under Persons necessary in connection with the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) consummation of the Company Disclosure Letter) Merger and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations the other Transactions (including notifying the OCS and the MAGNET of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of and the other transactions contemplated by this AgreementTransactions), (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerMerger and the other Transactions in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Authority vacated or reversed, (iviii) obtaining (the execution and cooperating with each other in obtaining) delivery of any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby Merger and the other Transactions in accordance with the terms of this Agreement and to fully carry out the purposes of this Agreement, and (iv) the execution by Parent or its Affiliates of an undertaking in customary form in favor of the OCS and the MAGNET to comply with the applicable Law, if required.

Filings; Other Actions; Notification. (a) The Each of Purchaser, Seller and the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing submitting as promptly as practicable all documentation to effect all necessary notices, reports reports, submissions and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Consents and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations Permits necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable on or after the date of this Agreement, Seller and the Company shall give any notices required to be given under any Leases, Material Contracts, Company Labor Agreements, Benefit Plans and Contracts relating to Scheduled Intellectual Property, shall use their commercially reasonable efforts to obtain prior to Closing any Consent required under any Leases, Material Contracts, Company Labor Agreements, Benefit Plans and Contracts relating to Scheduled Intellectual Property and shall concurrently deliver to Purchaser a copy of each such notice delivered and each such Consent received. Subject to (i) applicable Laws relating to the exchange of information and the direction of any Governmental Entity and (ii) matters not related to the Business that Seller or Purchaser reasonably determines should not be disclosed to the other due to confidentiality concerns, Purchaser, on the one hand, and Seller and the Company, on the other hand, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or Seller and the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Seller, the other Company and Purchaser shall act reasonably and as promptly as practicable. Without limiting the foregoing, the parties shall cause all necessary initial filings with all Governmental Entities in connection with the HSR Act to be made as promptly as practicable on or after the date of this Agreement, and in any event no later than three (3) business days after the date of this Agreement. Each of Purchaser, Seller and the Company will respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement, (ii) satisfying the conditions including promptly filing a response to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable a "second request" from an applicable Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate its review of the transactions contemplated hereby and by this Agreement pursuant to fully carry out the purposes of this AgreementHSR Act.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Arrangement as expeditiously soon as possiblepracticable (but in no event later than the Termination Date), including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of and (ii) cooperating and working with counsel for the other party as promptly as practicable to develop and substantiate support for the transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits whether from internal or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third partyparty sources, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary order to consummate the transactions contemplated hereby by this Agreement and the Arrangement; provided, however, nothing in this Section 3.4 shall require, or be construed to require, either Parent or the Company to proffer to, or agree to, sell or hold separate or agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or to consent to any offer, sale, holding or agreement to sell, by the Company or Parent of any of its assets or businesses). Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully carry out the purposes extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement and the Arrangement. Each of Parent and the Company will respond promptly to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement and the Arrangement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company Each of the Parties shall use (and Parent shallshall cause its respective Subsidiaries, subject to Sections 6.2 officers and 6.3, cooperate with each other and usedirectors, and shall use reasonable best efforts to cause their respective Subsidiaries its Affiliates, attorneys, accountants and Representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actions, and to do or cause to be done all things, necessary, proper or advisable on its part under applicable Law, this Agreement and applicable Laws and Orders the Ancillary Agreements to consummate and make effective the Merger and the any other transactions Transaction contemplated by this Agreement as expeditiously as possibleor the Ancillary Agreements, including (i) preparing and filing with the SEC the filings described in Section 5.11 and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger or any of the other transactions transaction contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Ancillary Agreements; (iii) providing all such information concerning such Party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the foregoing; and (iv) avoiding the issuance or entry of, or have vacated or terminated, any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or delay the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Merger or any exemption byother transaction contemplated by this Agreement or the Ancillary Agreements; provided, that Alkermes shall not be required to offer, take or agree to any actions in connection with, or agree to, any non-governmental third partyhold separate order, sale, divestiture or disposition of plants, assets or businesses (of Alkermes or the Business) and the Elan Parties shall not do any of the foregoing without the consent of Alkermes (acting in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementits sole discretion).

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly soon as practicable all consents (including, but not limited to, the parties cooperating and using their reasonable best efforts to obtain the consents listed in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii5.1(d) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents), registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. Subject to appli- cable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Mergerwork-product doctrine, (iii) defending any lawsuits self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeParent and the Company shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as expeditiously as possiblepracticable, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten twenty (1020) Business Days after the date of this Agreement the notifications, filings and other information notifications required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible practicable, and in any event prior to the Termination Date, all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement, (ii) respond as promptly as practicable to any inquiries or requests for information received from any Governmental Entity, (iii) satisfying the conditions to consummating the MergerMergers, (iiiiv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerMergers, (ivv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger Mergers and (vvi) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

Filings; Other Actions; Notification. (a) The Company Sellers and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, and shall cause use their respective Subsidiaries to use, their respective reasonable best efforts Commercially Reasonable Efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying . Without limiting the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation generality of the Mergerforegoing, the Sellers and Purchaser have prepared and filed the notifications required under the Hart-Scott-Rodino Antitrust Ixxxxxxxxxxx Xxx xf 1976, as amended (iv) obtaining (the "HSR Act"). Prior to the Sellers' and cooperating with each other Purchaser's receipt of ------- clearance or notice of early termination from the applicable Governmental Entity reviewing the Sellers' and Purchaser's filings made under the HSR Act, Purchaser shall not be entitled to, and shall not, exercise any decision making authority or participate in obtaining) any consentway in the management of the Cotton Group Companies except as provided in Section 6.01 hereof. Subject to applicable laws relating to the ------------ exchange of information, approval ofPurchaser and the Sellers shall have the right to review in advance, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Purchaser or advisable the Cotton Group Companies, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Sellers and Purchaser shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 5 business days after the date of this Agreement the notifications, filings and other information all applications required to be filed under with the HSR Act and as promptly as practicable in FCC; provided, however, that the case failure to file within 5 business days will not constitute a breach of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letterthis Agreement) and to obtain as expeditiously promptly as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 5.2 (i) shall require, or be construed to require, Parent to take or to refrain from taking any action, to agree to any restriction with respect to any assets or operations of Parent or its Subsidiaries, or to cause its Subsidiaries to do or agree to do any of the foregoing, in each case that would take effect prior to the Effective Time, or (ii) satisfying the conditions shall require, or be construed to consummating the Mergerrequire, (iii) defending Parent to take or to refrain from taking any lawsuits action, to agree to any restriction with respect to any assets or other legal proceedingsoperations of Parent or Company or its respective Subsidiaries, whether judicial or administrative, challenging this Agreement to cause its Subsidiaries to do or the consummation agree to do any of the Mergerforegoing, (iv) obtaining (if any such action, failure to act, restriction or agreement, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on it or a Combined Material Adverse Effect. Subject to applicable Laws relating to the exchange of information, Parent and cooperating with each other Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all of the information relating to Parent or advisable Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. To the extent permitted by law, each Party shall provide the other with copies of all correspondence between it (vor its advisors) executing and delivering any reasonable additional instruments necessary Governmental Entity relating to consummate the transactions contemplated hereby by this Agreement and, to the extent reasonably practicable, all telephone calls and to fully carry out meetings with a Governmental Entity regarding the purposes transactions contemplated by this Agreement shall include representatives of this AgreementParent and Company. In exercising the foregoing rights, each of Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a8.3.(a) The Company and Parent shallshall promptly make their respective filings and thereafter make any other required submissions under the HSR Act and the Exon-Florxx Xxxndment with respect to the Merger and, subject to Sections 6.2 if applicable, the Offer, and 6.3, cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective best reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate the Offer and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously soon as possible practicable all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, (ii) satisfying however, that Parent shall not be required by any provision of this Agreement to take any action, including entering into any consent decree, that requires the conditions divestiture of a material amount of assets of Parent or any of its Subsidiaries. Each of Parent and the Company shall use its reasonable best efforts to consummating the Merger, (iii) defending contest any lawsuits proceeding seeking a preliminary injunction or other legal proceedingsimpediment to, whether judicial and to resolve any objections as may be asserted by any Governmental Entity with respect to, the Offer and/or the Merger under the HSR Act, provided that the foregoing shall not require Parent to take any action that could directly or administrativeindirectly (x) impose limitations on the ability of Parent or Merger Sub (or any of their affiliates or Subsidiaries) effectively to acquire, challenging this Agreement operate or hold, or require Parent, Merger Sub or the consummation Company or any of the Mergertheir respective affiliates or Subsidiaries to dispose of or hold separate, any material portion of their respective assets or business, (ivy) obtaining (and cooperating with each other in obtaining) restrict any consentmaterial future business activity by Parent, approval ofMerger Sub, waiver the Company or any exemption byof their affiliates or Subsidiaries or (z) otherwise materially adversely affect Parent, Merger Sub, the Company or any non-governmental third partyof their respective affiliates or Subsidiaries. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in each caseadvance, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company III.5.1. BP Amoco and Parent shall, subject to Sections 6.2 and 6.3, ARCO shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the Stock Option Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) use (and in any event, by filing within ten (10shall use best reasonable efforts to cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required all their respective best reasonable efforts to be filed under the HSR Act and obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than BP Amoco Required Consents and ARCO Required Consents) necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement, and (iii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) their respective best reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to obtain the BP Amoco Required Consents or ARCO Required Consents, as the case may be; it being understood that, for purposes of this Section 3.5, the Parties agree that "best reasonable efforts" shall require (without limitation of any other meaning of such words) each Party to accept or agree to, at such time as may be required to cause the condition set forth in Section 4.1.2 to be fulfilled prior to the Termination Date, as it may be extended pursuant to Section 5.2, any conditions, terms or restrictions in connection with any such BP Amoco Required Consent or ARCO Required Consent, as the case may be, unless all such conditions, terms and restrictions, in the case of all other filings required under any Foreign Competition Laws aggregate, would be reasonably likely to have a Material Adverse Effect on BP Amoco or ARCO after the Effective Time (it being understood that, for this purpose materiality shall be considered solely with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) total value of the Company Disclosure Letter) U.S. operations of BP Amoco, ARCO and their Subsidiaries, taken together). Subject to applicable Laws relating to the exchange of information, BP Amoco and ARCO shall have the right to review in advance, and to obtain the extent practicable each will consult the other on, all the information relating to ARCO and its Subsidiaries or BP Amoco and its Subsidiaries, as expeditiously as possible all consentsthe case may be, registrationsthat appears in any filing made with, approvalsor written materials submitted to, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate connection with the Merger or any of and the other transactions contemplated by this Agreement and the Stock Option Agreement. In exercising the foregoing right, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation each of the Merger, (iv) obtaining (BP Amoco and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger ARCO shall act reasonably and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementas promptly as practicable.

Filings; Other Actions; Notification. (a) The Company Each of the Seller and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each the other and use, and shall cause their respective Subsidiaries to use, their respective use all reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebyPermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods registrations and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated hereby (it being understood that the failure to obtain any such Permits, consents, approvals, registrations or authorizations shall not, by itself, cause the conditions set forth in Section 6.2(b) or Section 6.3(b), as applicable, to be deemed not to be satisfied, and it being further understood that neither party nor their Affiliates shall be required to expend any money other than for filing fees or expenses, their own respective legal fees and expenses in connection with complying with the immediately following sentence of this Section 5.3(a) or de minimis costs or expenses or agree to any restrictions to obtain any such Permits, consents, approvals, registrations and authorizations). Subject to the parenthetical of the immediately preceding sentence, the Seller shall use all reasonable efforts to transfer (subject to receipt of any required consents) the agreements set forth on Part I of Section 5.3 of the Disclosure Schedules to the Company prior to the Closing, and upon Purchaser’s written request, the Seller will contact the counterparty to the agreements set forth on Part II of Section 5.3 of the Disclosure Schedule to facilitate discussions between Purchaser and such counterparty regarding the feasibility of replicating services under such agreements for the benefit of the Company on a stand-alone basis following the Closing. Subject to applicable laws and agreed upon confidentiality restrictions relating to the exchange of information, the parties hereto shall have the right to review in advance, and will consult the other on, all the information relating to the Seller or Purchaser, as the case may be, and any of the other transactions contemplated by this Agreementtheir respective Affiliates, (ii) satisfying the conditions to consummating the Mergerthat appear in any filing made with, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption bywritten materials submitted to, any non-governmental third party, in each case, to the extent necessary, proper or advisable party and/or any Governmental Entity in connection with the Merger and transactions contemplated hereby (v) executing and delivering any reasonable additional instruments necessary other than with respect to consummate filings under the HSR Act, proprietary business information that is not customarily exchanged between parties in a transaction such as the transactions contemplated hereby hereby). In exercising the foregoing right, each party shall act reasonably and to fully carry out the purposes of this Agreementas promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly soon as practicable all consents (including, but not limited to, the parties cooperating and using their reasonable best efforts to obtain the consents listed in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii5.1(d) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents), registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement. Subject to appli- cable Laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, (ii) satisfying the conditions to consummating the Mergerwork-product doctrine, (iii) defending any lawsuits self-audit privilege or other legal proceedingssimilar privilege, whether judicial or administrativeParent and the Company shall have the right to review and comment on in advance, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger Mergers and (v) executing and delivering any reasonable additional instruments necessary to consummate the other transactions contemplated hereby and to fully carry out the purposes of by this Agreement.. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. 42

Filings; Other Actions; Notification. (a) The Company Sellers and Parent shall, subject to Sections 6.2 and 6.3, Purchaser shall cooperate with each other and use, and shall cause use their respective Subsidiaries to use, their respective reasonable best efforts Commercially Reasonable Efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying . Without limiting the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation generality of the Mergerforegoing, the Sellers and Purchaser have prepared and filed the notifications required under the Hart-Scott-Rodino Anxxxxxxx Xxxxxxxxents Act of 1976, as amended (iv) obtaining (the "HSR Act"). Prior to the Sellers' and cooperating with each other Purchaser's receipt of ------- clearance or notice of early termination from the applicable Governmental Entity reviewing the Sellers' and Purchaser's filings made under the HSR Act, Purchaser shall not be entitled to, and shall not, exercise any decision making authority or participate in obtaining) any consentway in the management of the Cotton Group Companies except as provided in Section 6.1 hereof. Subject to applicable laws relating to the ----------- exchange of information, approval ofPurchaser and the Sellers shall have the right to review in advance, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Purchaser or advisable the Cotton Group Companies, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of by this Agreement. In exercising the foregoing right, each of the Sellers and Purchaser shall act reasonably and as promptly as practicable.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject Subject to Sections 6.2 4.6(b) and 6.34.6(c), Seller and Purchaser shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by Transaction as promptly as reasonably practicable (it being understood that nothing contained in this Agreement as expeditiously as possibleshall require Purchaser to reach any agreements or understandings in connection with obtaining any consents, approvals, permits or authorizations prior to a time in advance of the Termination Date sufficient to permit satisfaction of the conditions to the Closing by the Termination Date), including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (and in any event, including by filing within ten (10) Business Days no later than 10 days after the date of this Agreement hereof, the notificationsnotification and required form under the HSR Act, filings and other information by filing no later than 30 days after the date hereof, all applications required to be filed under with the HSR Act and FCC; provided, however, that the failure to file within such 10 or 30 day period, as applicable, will not constitute a breach of this Agreement); (ii) subject to the foregoing, obtaining as promptly as reasonably practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, Transaction; (iii) furnishing all information required for any application or other filing to be made pursuant to any applicable Laws in connection with the Transaction; (iv) keeping the other parties informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Transaction; (v) negotiating, proposing and/or agreeing to Divestiture Sales and other actions, restrictions, limitations or conditions required to obtain any consents, registrations, approvals, permits or authorizations in connection with the Transaction; and (vi) defending against the entry of any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransaction. Without limiting the foregoing and subject to Sections 4.6(b) and 4.6(c), (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, prior to the extent necessaryClosing, proper Seller and Purchaser shall not, and Seller shall cause Global and its Subsidiaries not to, knowingly take any action, or advisable in connection knowingly fail to take any action, that would reasonably be likely to materially delay or interfere with the Merger and (v) executing and delivering any reasonable additional instruments necessary parties’ ability to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementTransaction.

Filings; Other Actions; Notification. (a) The Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, the Purchaser shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders (i) to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case expiration or termination of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebyapplicable waiting period, which are set forth Section 7.1(b)(iiand (ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all necessary actions, non-actions, waivers, consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations that may be required, necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying under applicable Law. Notwithstanding anything to the conditions to consummating contrary in this Agreement, in no event shall the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver Purchaser or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable of its Affiliates be obligated in connection with the Merger and (v) executing and delivering receipt of any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of consent, approval, ruling or authorization from any Governmental Authority in connection with this Agreement, to (a) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any assets of the Purchaser’s business or of the Purchaser and its Affiliates, or otherwise offer to take or offer to commit to take any action (including, without limitation, any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of the Purchaser’s business, the Purchaser or any of its Affiliates) which it is lawfully capable of taking and if the offer is accepted, take or commit to take such action, or (b) take or omit to take any action that would reasonably be expected to result in a material and adverse impact on the Company and its Subsidiaries, or the Purchaser and its Subsidiaries (including the Surviving Corporation and its Subsidiaries following the Effective Time), in each case taken as a whole, or any of the Purchaser’s Affiliates, in each case as may be required in order to avoid the commencement of any action or proceeding to prohibit any transaction contemplated by this Agreement, or if already commenced, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding. The Company shall not, without the prior written consent of the Purchaser, publicly or before any Governmental Authority or other third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this subparagraph.

Filings; Other Actions; Notification. (a) The Company Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Merger Sub shall (and shall cause their respective its Subsidiaries to use, their to) cooperate and use its respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing promptly making any required submissions and filing all documentation filings under applicable Law or to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws Governmental Entities with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) Merger and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions promptly furnishing information requested in connection with such submissions and filings to consummating the Mergersuch Governmental Entities or under such applicable Law, (iii) defending keeping the other parties reasonably informed with respect to the status of any lawsuits such submissions and filings to such Governmental Entities or under such applicable Law, including with respect to: (A) the occurrence or receipt of any consents, approvals, clearances, authorizations under such applicable Law, (B) the expiration or termination of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under such applicable Law, and (D) the nature and status of any objections raised or proposed or threatened to be raised under such applicable Law with respect to the Merger or the other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or the consummation of the Merger, and (iv) obtaining (all consents, approvals, clearances, authorizations and cooperating with each other in obtaining) Permits from any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent Governmental Entity necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby by this Agreement as soon as practicable. Parent shall (x) be responsible for all fees associated with obtaining all consents, approvals, clearances, authorizations and Permits pursuant to fully carry out this Section 6.02 and (y) from time to time, promptly upon request by the purposes Company, reimburse the Company and each of this Agreementits Subsidiaries for any and all reasonable, documented out-of-pocket fees, costs and expenses (including the reasonable fees, costs and expenses of counsel, accountants and other advisors) incurred by any of them in connection with the filing of any notices, reports and other filings, or obtaining all such consents, approvals, clearances, authorizations and Permits.

Filings; Other Actions; Notification. (a) If a vote of the Company's stockholders is required by law, the Company shall promptly, following the acceptance for payment of Shares by Parent, pursuant to the Offer, prepare and file with the SEC the Proxy Statement, which shall include the recommendation of the Board of Directors of the Company that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) Upon and subject to the terms and conditions set forth in this Agreement, the Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective ) all reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notificationspetitions, filings and other information required documents and to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypermits, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods approvals and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.3 shall require, or be construed to require, Parent to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any material assets, businesses or any interest in any material assets or businesses of Parent, the Company or any of their respective Affiliates (iior to consent to any sale, or agreement to sell, by the Company of any of its material assets or businesses) satisfying or to agree to any material change in or restriction on the conditions operations of any such assets or businesses; provided further, that nothing in this Section 6.3 shall require, or be construed to consummating require, a proffer or agreement that would, in the Mergergood faith judgment of Parent, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or be likely to have a significant adverse effect on the consummation benefits to Parent of the Mergertransactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, (iv) obtaining (Parent and cooperating with each other the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement. In exercising the foregoing right, the Company and Parent shall act reasonably and as promptly as practicable. (c) Each of the Company and Parent shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity or other Person (including the NASD) in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. (vd) executing Each of the Company and delivering any reasonable additional instruments necessary Parent shall keep the other apprised of the status of matters relating to consummate completion of the transactions contemplated hereby hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Offer, the Merger and to fully carry out the purposes of other transactions contemplated by this Agreement. Each of the Company and Parent shall give prompt notice to the other of any change that is reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively. 19 25 6.4.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, shall cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, their respective reasonable ) all best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings filings, and (and in any event, by filing within ten (10ii) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party (a "NECESSARY THIRD PARTY") and/or any Governmental Entity in connection with, as a result of or in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Mergerincluding, (iii) defending any lawsuits or other legal proceedingswithout limitation, whether judicial or administrativeupon request of Parent, challenging this Agreement or all material consents required in connection with the consummation of the Merger; provided, (iv) obtaining (and cooperating with each other however, that nothing in obtaining) any consentthis Section 6.5 shall require, approval ofor be construed to require, waiver or any exemption byParent, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger receipt of any regulatory approval, to proffer to, or agree to (i) sell or hold separate and agree to sell or to discontinue to or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (vor to consent to any sale, or agreement to sell, or discontinuance or limitation by the Company of any of its assets or businesses) executing or (ii) agree to any conditions relating to, or changes or restriction in, the operations of any such asset or businesses which, in either case, could, in the judgment of the Parent's board of directors, materially and delivering any reasonable additional instruments necessary adversely impact the economic or business benefits to consummate Parent of the transactions contemplated hereby by this Agreement. Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully carry out the purposes of this Agreement.extent practicable each will consult the other on, all the information relating to Parent or

Filings; Other Actions; Notification. (a) The Company Each of the parties hereto agrees to cooperate and Parent shall, subject use (and to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and to use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as promptly as practicable to (i) take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and any applicable Laws and Orders Law to consummate and make effective the Merger Stock Purchase and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement, including (i) preparing preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Stock Purchase (including to obtain expiration or termination of the waiting period under the HSR Act or any clearance as may be required under such other Law for the consummation of the other transactions contemplated by this Agreement, ); (ii) satisfying provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the conditions foregoing; (iii) avoid the issuance or entry of, or have vacated or terminated, any decree, order, injunction, judgment, decision or determination that would, in whole or in part, restrain, prevent or materially delay the consummation of the Stock Purchase; and (iv) enter into such agreements with any Governmental Authority to consummating divest assets as may be necessary to obtain approval of the Mergertransactions contemplated by this Agreement; provided, however, that Buyer shall not be required to take any such action or actions specified in clause (i), (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (that would reasonably be expected to materially and cooperating with each other in obtaining) adversely impact the Business or the businesses of Buyer and its Subsidiaries taken as a whole; and provided further that Seller shall not, nor shall it cause or permit any consentof the Business Entities to, approval ofdivest or dispose of any plants, waiver assets or any exemption by, any non-governmental third party, in each case, businesses pursuant to the extent necessary, proper or advisable obligations of Section 5.2(a)(iv) without the prior consent of Buyer. Filing fees required in connection with any filings under the Merger and (v) executing and delivering HSR Act or with any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this AgreementGovernmental Authority under any other applicable competition law shall be borne by Buyer.

Filings; Other Actions; Notification. (a) The Company Subject to the terms and Parent shallconditions set forth in this Agreement, subject to Sections 6.2 the Ancillary Agreements and 6.3the Restructuring Agreements, Buyer and Seller shall cooperate with each other and use, and shall cause use (i) their respective Subsidiaries reasonable best efforts to useobtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Government Entity or third party, (ii) their respective reasonable best efforts to obtain any consent or waiver of right of first refusal or right of first offer or similar waiver that would be triggered in connection with the consummation of the transactions contemplated hereby under any Contract and (iii) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger purchase of the Shares and the GmbH Shares, the purchase and assumption of the Transferred Assets and the Assumed Liabilities and the other transactions contemplated by this Agreement and the Ancillary Agreements, as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings as well as responding as promptly as reasonably practicable to any formal or informal request for additional information and documentary material made by a Government Entity under all U.S. Antitrust Laws, the EU Merger Regulation, the Laws of the member states of the European Union concerned in the case of application of Article 9(3) or Article 9(5) of the EU Merger Regulation, and the Laws governing the Other Antitrust Approvals and the Other Antitrust Filings. For the fifteen (and in any event, by filing within ten (1015) Business Days after days following the date of this Agreement the notificationsAgreement, filings Buyer and Seller shall use their reasonable best efforts and cooperate in good faith (including by providing access to all relevant information, data, documents and other information materials) to determine whether any filings, consents, approvals, actions or exemptions under the antitrust Laws of the jurisdictions set forth on Schedule 4.4(a), if any, are required, and to the extent that Buyer and Seller agree that any such filing, consent, approval, action or exemption is required by the Laws of any of the jurisdictions set forth on Schedule 4.4(a), such jurisdiction shall be deemed to be filed constitute one of the Other Antitrust Approvals. Nothing contained in this Agreement or the Ancillary Agreements shall require either Buyer or Seller to pay any consideration to any Person from whom any such consents, approvals, waivers, clearances or authorizations are requested (including, for the avoidance of doubt, with respect to the Shared Contracts, which are governed in accordance with Section 4.13); provided that Buyer shall pay (A) all filing, recordation and similar fees in connection with the Owned Intellectual Property Rights, the Owned Real Property and the Leased Real Property and (B) all Government Entity fees incurred in connection with any filings or notifications made under the HSR Act and as promptly as practicable in connection with the case consummation of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

Filings; Other Actions; Notification. (a) The Company Seller and Parent shall, subject to Sections 6.2 and 6.3, Buyer shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as expeditiously as possible, including using their respective reasonable best efforts in (i) preparing and filing all documentation to effect all necessary notices, reports and other filings as promptly as practicable (and in any event, by filing within ten (10) Business Days after the date of this Agreement Date the notifications, filings and other information required to be filed under the HSR Act Act, and as promptly as practicable in by filing within fifteen (15) Business Days after the case of Agreement Date all other filings (or drafts thereof) required under any Foreign Competition Antitrust Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure LetterTransactions) and using their respective reasonable best efforts to obtain as expeditiously as possible possible, and in any event prior to the Outside Date, all consentsConsents, Orders, registrations, approvals, permitsLicenses, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Government Authority in order to consummate the Merger or any of the other transactions contemplated by this AgreementTransactions, (ii) satisfying the conditions to consummating the MergerTransactions, (iii) defending any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation of the MergerTransactions, and (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger Transactions. In addition, prior to and (v) executing following the Closing, Seller and delivering Buyer shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to, execute and deliver any reasonable additional instruments necessary to consummate the transactions contemplated hereby Transactions and to fully carry out the purposes of this Agreement.

Filings; Other Actions; Notification. (a) The Company and Parent shallthe Sellers, subject to Sections 6.2 on the one hand, and 6.3Purchaser, on the other, shall cooperate with the other and use (and cause each of its Subsidiaries to cooperate with the other and use, and shall cause their respective Subsidiaries to use, their respective ) reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all thingsthings (including through any voting, necessaryconsent, proper approval or management rights in the capacity as director (or similar status), general partner, manager, and/or equityholder of any JV Entity), necessary or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transaction as expeditiously promptly as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including the notification and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed form under the HSR Act and any other notifications or filings required under any applicable foreign antitrust, competition or foreign investment Laws to consummate the Transaction) and obtaining as promptly as practicable all consents, registrations, authorizations, permits and other approvals, in form and substance reasonably acceptable to the case Sellers and Purchaser, that are necessary or advisable to obtain from any Person (including any Governmental Authority and, if applicable, any member, partner, equityholder or other Person whose consent is necessary or advisable under the Organizational Documents of all other filings required under any Foreign Competition Laws JV Entity or Subsidiary) in order to consummate the Transaction, including those consents of the applicable counterparties with respect to the transactions contemplated hereby, which are set forth Agreements listed on Section 7.1(b)(ii6.2(a)(1) of the Company Disclosure Letter) and Schedule; provided, however that the parties shall not be required to obtain as expeditiously as possible all pay or commit to pay any amount to, or incur any obligation in favor of, any Person from whom any such consents, registrations, approvalsauthorizations, permits, expirations of waiting periods permits or other approvals may be required (other than customary filing fees payable to Governmental Authorities and authorizations necessary nominal filing or advisable application fees paid to be obtained from any other third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions parties as contemplated by written agreements with such third parties as in effect prior to the date of this Agreement) and Purchaser shall not be required to agree to any conditions or restrictions imposed by any such Person that, (ii) satisfying individually or in the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third partyaggregate, in each casethe reasonable judgment of Purchaser exercised in good faith, would materially impair (or would reasonably be expected to materially impair) the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary ability of Purchaser to consummate the transactions contemplated hereby by this Agreement or would reasonably be expected to have a material adverse effect on the economic benefits to Purchaser arising therefrom; and provided, further that, notwithstanding the foregoing, the Company and the Sellers shall not, and shall cause the Subsidiaries of the Company not to, seek any of the consents, registrations, authorizations, permits and other approvals set forth in Section 6.2(a)(2) of the Company Disclosure Schedule. Notwithstanding anything to fully carry out the purposes of contrary set forth in this Agreement, Purchaser shall pay all filing fees in connection with the filings made by the parties under the HSR Act and in connection with the Other Required Competition Approvals.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, Each of the parties hereto shall use (and shall cause their respective Subsidiaries Subsidiaries, officers and directors, and shall use reasonable best efforts to cause their Affiliates, employees, agents, attorneys, accountants and representatives, to use, ) their respective reasonable best efforts as soon as practicable to take or cause to be taken all actionsaction, and to do or cause to be done all things, necessary, proper or advisable on its part under this Agreement Agreement, the Ancillary Agreements and any applicable Laws and Orders Law to consummate and make effective the Merger Merger, the Subsidiary Purchases and the any other transactions transaction contemplated by this Agreement as expeditiously as possibleor the Ancillary Agreements, including (i) preparing and filing with the SEC the General Mills Proxy Statement and with the U.K. Listing Authority the Diageo Xxxxxlar and all necessary amendments or supplements to those filings; (ii) preparing, providing and filing all documentation and other information to effect all necessary notices, reports and other filings (and in any eventreports, by filing within ten (10) Business Days after the date of this Agreement the notificationsapplications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebysubmissions, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously promptly as possible is practicable all consents, registrationsapprovals, approvalswaivers, licenses, permits, expirations of waiting periods and authorizations authorizations, registrations, qualifications, decisions, determinations or other permissions or actions necessary or advisable to be obtained from any third party and/or Governmental Authority or any Governmental Entity other Person in order to consummate the Merger Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the other transactions contemplated by this Agreementforegoing; (iv) avoid the issuance or entry of, (ii) satisfying the conditions to consummating the Mergeror have vacated or terminated, (iii) defending any lawsuits decree, order, injunction, judgment, decision or other legal proceedingsdetermination that would, whether judicial in whole or administrativein part, challenging this Agreement restrain, prevent or delay the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver the Subsidiary Purchases or any exemption by, any non-governmental third party, in each case, to other transaction contemplated by this Agreement or the extent necessary, proper or advisable in connection with the Merger and Ancillary Agreements; (v) executing commit to divest and, if divestiture is required prior to consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, divest such plants, assets or businesses of the Business Entities and/or of General Mills (including entering into customary ancillary agreements on commxxxxxlly reasonable terms relating to any such divestiture of such plants, assets or businesses) as may be required in order to (x) avoid the issuance or entry of any decree, order, injunction, judgment, decision or determination or the initiation of any lawsuit, action or proceeding by any Governmental Authority seeking to, in whole or in part, enjoin, prevent or delay the consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements, or (y) effect the dissolution or termination of, any injunction, temporary restraining order, or other decree, order, judgment, decision or determination in any suit, action, inquiry, investigation or proceeding, that would otherwise have the effect of preventing or delaying, in whole or in part, the consummation of the Merger, the Subsidiary Purchases or any other transaction contemplated by this Agreement or the Ancillary Agreements; provided, however, that General Mills shall not be required to offer, take or agree to any actions in xxxxection with, or agree to, any hold separate order, sale, divestiture or disposition of plants, assets or businesses that accounted in the aggregate for more than $650 million in revenues for the fiscal year ended June 30, 1999; and delivering provided further that neither Pillsbury nor Diageo shall, nor shall they cause any reasonable additional instruments necessary of their Subsidiaries to, divest or dispose of any plants, assets or businesses pursuant to consummate the transactions contemplated hereby and to fully carry out the purposes obligations of this AgreementSection 5.2 without the prior consent of General Mills, which consent shall not be withheld unreasonably so long as thx xxxposed divestiture or disposition is within the parameters contemplated by the immediately preceding proviso.

Filings; Other Actions; Notification. (a) The Company and Parent shall, subject to the final sentences of Sections 6.2 5.1(ii) and 6.35.4(d) in the case of Parent, cooperate with each other and use, use (and shall cause their respective Subsidiaries to use, ) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable, complying at the earliest practicable date with any request for additional information or documentary material received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity, all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying . Without limiting the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation generality of the Mergerforegoing, (iv) obtaining (the Company and cooperating with each other Parent shall make the filings required pursuant to the HSR Act within 10 business days of the date of execution of this Agreement. Subject to applicable Laws relating to the exchange of information, Parent and the Company shall have the right to review in obtaining) any consentadvance, approval of, waiver or any exemption by, any non-governmental third party, in each case, and to the extent necessarypracticable each will consult the other on, proper all of the information relating to Parent or advisable the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. To the extent permitted by Law, each party shall provide the other with copies of all correspondence between it (vor its advisors) executing and delivering any reasonable additional instruments necessary Governmental Entity relating to consummate the transactions contemplated hereby by this Agreement and, to the extent reasonably practicable, all telephone calls and to fully carry out meetings with a Governmental Entity regarding the purposes transactions contemplated by this Agreement shall include Representatives of this AgreementParent and the Company. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as reasonably practicable.

Filings; Other Actions; Notification. (a) The Company 3.5.1. AirTouch and Parent shall, subject to Sections 6.2 and 6.3, Vodafone shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable best efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) use (and in any event, by filing within ten (10shall use best reasonable efforts to cause their respective Subsidiaries to use) Business Days after the date of this Agreement the notifications, filings and other information required all their respective best reasonable efforts to be filed under the HSR Act and obtain as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebyapprovals, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order (other than AirTouch Required Consents and Vodafone Required Consents) necessary, proper or advisable to consummate the Merger or any of and the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, Agreement and (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining use (and cooperating with each other in obtainingshall use best reasonable efforts to cause their respective Subsidiaries to use) any consenttheir respective best efforts to take or cause to be taken all actions, approval ofand do or cause to be done all things, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable to obtain the AirTouch Required Consents or Vodafone Required Consents, as the case may be (including, without limitation, selling or otherwise disposing of or agreeing to dispose of or hold separate such assets, categories of assets or businesses of Vodafone (including Vodafone's investment in E-Plus Mobilfunk Gmbh) or AirTouch as necessary to obtain, such AirTouch Required Consents or Vodafone Required Consents; PROVIDED that neither Party shall be required by this Section 3.5.1.(iii) to take any action or accept or agree to any conditions, terms or restrictions in connection with any such AirTouch Required Consent or Vodafone Required Consent, as the Merger and case may be, which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect on Vodafone or AirTouch after the Effective Time (v) executing and delivering any reasonable additional instruments necessary it being understood that, for this purpose, materiality shall be considered with reference to consummate the transactions contemplated hereby and to fully carry out the purposes total equity market value of this Agreement.25

Filings; Other Actions; Notification. (a) The Company Each of SINO and Parent shall, subject to Sections 6.2 and 6.3, NIVM shall cooperate with each the other and use, use (and shall cause their respective Subsidiaries to use, their respective ) its reasonable best efforts to take take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, necessary, proper proper, or advisable on its part under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously soon as possiblepracticable, including (i) preparing and filing filing, as promptly as practicable, all documentation to effect all necessary notices, reports reports, and other filings (and in any eventto obtain, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated herebypracticable, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, waivers, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, NIVM and SINO shall have the right to review in advance, and to the extent practicable, each will consult the other on, all the information relating to SINO or NIVM, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of SINO and NIVM shall act reasonably and as promptly as practicable. (b) SINO and NIVM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by NIVM or SINO, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (. SINO and cooperating with NIVM each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, shall give prompt notice to the extent necessaryother of any change that is reasonably likely to result in a SINO Material Adverse Effect or an NIVM Material Adverse Effect, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementrespectively. 5.3.

Filings; Other Actions; Notification. (a) The Company 3.5.1. Amoco and Parent shall, subject to Sections 6.2 and 6.3, BP shall each cooperate with each the other and use, (i) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use, ) all their respective best reasonable efforts promptly to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement, the Stock Option Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) all their respective best reasonable efforts to obtain as promptly as practicable all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party (other than Amoco Required Consents and BP Required Consents) necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement, and (iii) use (and shall use best reasonable efforts to cause their respective Subsidiaries to use) their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under to obtain the Amoco Required Consents or BP Required Consents, as the case may be; provided that neither Party shall be required by this Agreement Section 3.5.1(iii) to accept or agree to any conditions, terms or restrictions in connection with any such Amoco Required Consent or BP Required Consent, as the case may be, which, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on BP or Amoco after the Effective Time (it being understood that, for this purpose, materiality shall be considered with reference to the total equity market value of BP and Amoco). Subject to applicable Laws relating to the exchange of information, Amoco and Orders BP shall have the right to consummate review in advance, and make effective to the extent practicable each will consult the other on, all the information relating to Amoco and its Subsidiaries or BP and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleand the Stock Option Agreement. In exercising the foregoing right, including (i) preparing each of Amoco and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act BP shall act reasonably and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreementpracticable.